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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, 2010

[   ] 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.)
|                                                                     |                                     
|1112 West Pender Street, Suite 602, Vancouver, BC                    | V6E 2S1                             
|(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 [   ]

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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.
[X]

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: $31,268,397.30 based on a price
of $0.7755 per share, being the average bid and asked price of such common
equity on July 31, 2009.

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.
44,486,754 shares of common stock as of April 14, 2010.

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

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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,
- 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.

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.

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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 subsidiary, SCRN Properties Ltd., a Delaware corporation.

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.

Subsidiaries

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

Our Business

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

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

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

As discussed in more detail below and in the section entitled
Description of Property, below, our current mineral properties consist of four
groups of mineral exploration claims located in the Rio Negro and Santa Cruz
provinces of Argentina. All of the mineral exploration licenses with respect to
these Argentine claims are registered in the name of our Delaware subsidiary,
SCRN Properties Ltd. Until recently, we owned a fifth group of mineral
exploration claims, known as the Argie claims, located in the Pleasant Valley
area of British Columbia, near the town of Merritt,

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British Columbia. During the year ended January 31, 2009, our
management determined that it was not in our companys best interest to explore
or maintain the Argie claims and they were allowed to expire on April 16, 2009.

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

Employees

As of April 14, 2010, our company does not have any employees,
but our subsidiary, SCRN Properties Ltd., has three full time employees in
Argentina. Our President and our Executive Vice-President of Corporate
Development each provides services pursuant to consulting agreements. Our Chief
Financial Officer receives a consulting fee on a monthly basis and our part-time
bookkeeper provides 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 and our Executive Vice-President of Corporate Development are required
to spend substantially all of their working time on our affairs.

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

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

Research and Development Expenditures

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

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.

Risks Associated With Mining

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

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

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the

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Securities and Exchange Commissions Industry Guide 7 is
extremely remote; in all probability none of our mineral resource properties
contains any reserve and any funds that we spend on exploration will probably
be lost.

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

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

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

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

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

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

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

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

We expect to derive revenues, if any, either from the sale of
our mineral properties or from the extraction and sale of precious and base
metals such as gold, silver, copper, zinc and indium. The price of these
commodities has fluctuated widely in recent years and is affected by numerous
factors beyond our control, including international, economic and political
trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or

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regional consumptive patterns, speculative activities and
increased production due to new extraction developments and improved extraction
and production methods. The effect of these factors are based on the price of
precious metals and therefore the economic viability of any of our exploration
properties cannot accurately be predicted.

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

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

Risks Associated with Our Company

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, 2011, we expect to spend approximately $2.8 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.

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, 2010, we incurred a net loss of
$2,658,296. From inception through January 31, 2010, we have incurred an
aggregate loss of $17,078,930. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to sell one or
more of our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. On March 31, 2010, we had cash and cash equivalents in the
amount of approximately $2.5 million. We estimate our average monthly operating
expenses to be approximately $93,000, excluding exploration but including
general and administrative expenses and investor relations expenses. We do not
believe that our cash on hand is sufficient to fund our currently budgeted
operating requirements for the 12 month period ending March 31, 2011. In
addition, our budget could increase during the year in response to matters that
cannot be currently anticipated and we might find that we need to raise more
capital in order to properly address these items. As we cannot assure a lender
that we will be able to successfully explore and develop our mineral properties,
we will probably find it difficult to raise

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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 economic crisis in the United States and the resulting economic
uncertainty and market instability may make it harder for us to raise capital as
and when we need it and have made it difficult for us to assess the impact of
the crisis on our operations or liquidity and to determine if the prices we
might receive on the sale of minerals, if any, would exceed the cost of mineral
exploitation. If we cannot raise the money that we need to continue exploration
of our mineral properties, we may be forced to delay, scale back, or eliminate
our exploration activities. If any of these were to occur, there is a
substantial risk that our business would fail.

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

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

Risks Associated with Our Common Stock

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

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

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

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Trends, Risks and Uncertainties

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

ITEM
2.               PROPERTIES.

Principal Offices

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

In addition to our principal offices in Vancouver, British
Columbia, our wholly-owned subsidiary, SCRN Properties Ltd. maintains an office
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. Until recently, we owned a fifth group of mineral
exploration claims, known as the Argie claims, located in the Pleasant Valley
area of British Columbia, Canada, near the town of Merritt, British Columbia,
Canada. During the year ended January 31 2009, our management determined that it
was not in our companys best interest to explore or maintain the Argie claims
and they were allowed to expire on April 16, 2009. 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.

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 agreed to purchase an option to purchase the Pinguino
property in a mineral property option agreement dated February 24, 2004 between
our company and Christopher Dyakowski, who became our President, Secretary,
Treasurer and a member of our board of directors immediately after this
transaction was completed. The purchase price for the option was approximately
$393,500 (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.

- 7 -

---

Now that we have finished paying for the option on 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 $962,000
(CAD$1,000,000) and all of it for the sum of approximately $1,923,000
(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.

Location

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



Description of Mineral Claims

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

- 8 -

---

Property Name
    Expediente No. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Tranquilo 1
    405.334/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,486Tranquilo 2
    405.335/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3,182Cañadon
    405.336/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,827Pinguino
    414.409/00
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    1,500Pertinencias 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 totaling 1,543 meters along the silicified veins.
In addition, 18 HQ diamond drill holes (1,032 m total) drilled along the
principal vein on the property (known as the Marta vein) and other veins
returned values somewhat lower than the surface results and with higher silver
values locally. Minera Mincorp ceased work on the project in 1996. The data and
core are at the Cerro Vanguardia minesite, which we do not own or have any right
to, and have not been made available to our company.

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

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

- 9 -

---

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.

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 the largest drill program ever
staged on the Pinguino property, targeting existing mineralized zones along
strike and to depth as well as new targets with little or no existing testing.
The first zone tested was Marta Centro and results released in early April 2008
confirmed the continuation of known base metal mineralization to depths further
than previously tested. Drill testing has been carried out on Marta Este, Marta
Norte, Marta Noroeste and other zones as part of the overall drill program.

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 have been collected and submitted 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 within 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s Marta Norte zone. A total of 14
shallow drill holes totaling 607 meters (1,991 feet) have been completed to date
in the near-surface oxidation zone. Core samples have been sawn and shipped to
Acme Labs for analysis with analytical results expected in February 2010. Soil
sampling as well as excavator trenching of new targets at Marta Norte is also
underway. So far more than 600 soil samples have been collected. We expect this
program to continue into the second quarter of 2010. Concurrently, preliminary
metallurgical testing and a scoping study are in the process with an independent
engineering firm. We anticipate that the scoping study and metallurgical testing
to be completed in the second quarter of 2010.

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

- 10 -

---

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 apophysis. This magmatic activity (La
Leona/ Cerro León Formations) is lower Jurassic and is intruding Triassic to
lower Jurassic volcanogenic continental sediments of El Tranquilo Group and Roca
Blanca Formation.

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

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 covers 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:

Drill Hole
      From (m)
      To (m)
      Length (m)*
      Indium (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
      2.40


- 11 -

---

P110
      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*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*


- 12 -

---

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
    7.22P087
    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
    4.00


- 13 -

---

P138
      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
      2.44P264
      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 EsteP055
      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
      0.08P057
      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
      0.76


- 14 -

---

P148
    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
    4.98P209
    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
    0.16


- 15 -

---

P232
      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*
      251.26
      >100
      0.51
      0.16P197
      99.15
      100.50
      1.35
      0
      6.99
      773.5
      0.15
      0.11AREA: Marta NorteP031
      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
      5.79AREA: 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
      0.03


- 16 -

---

P052
      66.80
      82.40
      15.60
      na*
      0.23
      21.0
      0.01
      0.08AREA: 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
      2.48P256
      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: SoniaP113
      31.45
      33.30
      1.85
      121
      0.73
      273.6
      5.33
      12.35P113
      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
      0.39P109
      71.05
      74.86
      3.81
      22
      1.22
      18.3
      0.06
      0.93


- 17 -

---

AREA:
        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:
        Yvonne Sur-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
      0.98


*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

- 18 -

---

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.

Budget

We intend to spend approximately $1,650,000 on our Pinguino
property over the 12 month period ending March 31, 2011. During this period, we
hope to complete preliminary metallurgical testing and begin work on a
preliminary economic assessment or scoping study of selected targets within the
Pinguino property, such as the silver-rich Marta Norte area.

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 there is no assurance that a commercially viable mineral
deposit, a reserve, exists in the Pinguino property until further exploration is
done and a comprehensive evaluation concludes economic and legal feasibility.

Santa Cruz Properties

Acquisition

We own interests in 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:

Property Name
    Expediente No. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Diamante 1
    407.929/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2,862Diamante 2
    407.928/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,906CV Norte
    407.935/03
    SCRN Properties
    Cateo
    4,177


- 19 -

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Ltd.MD Norte 1
    404.213/07
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2177Boreal
    408.338/06
    SCRN Properties Ltd.
    Cateo
    3484CV 1
    407.931/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,956CV2
    407.930/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2,994CV 3
    407.932/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,983La Leona
    407.220/03
    SCRN Properties Ltd
    Cateo
    4400La Leona 1
    404.214/07
    SCRN Properties Ltd
    Manifestacion de Descubrimiento
    2400Cerro Contreras
    407.182/03
    SCRN Properties Ltd.
    Cateo
    5,875Nuevo Oro 1
    407.933/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,903Nuevo Oro 2
    407.934/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2,951Merlot 1
    407.077/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,200Cabernet 1
    406.860/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,777Cabernet 2
    406.859/03
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    2,981Plata Leon
    407.423/06
    SCRN Properties Ltd.
    Cateo
    10,000Cerro Verde Norte
    410.781/06
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    4,348Cerro 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

- 20 -

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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. (File No.)
    Registered Holder
    Claim Type
    Size (Hectares)Bajo Condor
    410.783/SCRN/06
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2000Alto Condor
    400.720/SCRN/07
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3015Condor Manifestacion de
      Descubrimiento(1)
    414.085/Palacios/00
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,500Condor Pertinencia 1(2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6Condor Pertinencia 2(2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6Condor Pertinencia 3(2)
    N/A
    SCRN Properties Ltd.
    Pertinencias
    6


Notes

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

We acquired the El Condor property pursuant to a mineral
property acquisition agreement dated February 20, 2004 between our company and
San Telmo Energy Ltd. As consideration for the Condor property we paid to San
Telmo Energy Ltd. the sum of approximately $7,528. The Condor property is
subject to a 2% net smelter returns royalty in favor of San Telmo Energy Ltd. We
have the right to repurchase one half of this royalty for approximately $962,000
(CAD$1,000,000) and all of this royalty for approximately $1,923,000
(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 reconnisance 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
    9.5


- 21 -

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Sample
    Easting
    Northing
    Sample type
    Au
    Ag
    Cu
    Pb
    Zn
    As
    Sbppm
    ppm
    ppm
    ppm
    ppm
    ppm
    ppm404977
    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
    3.0404981
    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

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

- 22 -

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- 23 -

---

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

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

Cerro Contreras is a property located in the Deseado Massif
Au-Ag 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 facies. 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 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).

Budget

We do not anticipate near term exploration programs on our
Santa Cruz properties at the moment. Geological potential exists but because of
the preliminary nature of most of the properties, further exploration has been
postponed until market conditions improve. When exploration commences in the
future, prospecting of regionally significant northwest-trending lineaments
together with geological mapping, soils and magnetometer surveys would be
important.

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

- 24 -

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

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

- 25 -

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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:



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

- 26 -

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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 #2118911
      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 the Pinguino property, which is the only location where we have carried
on continuing and intensive exploration activities.

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

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

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

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

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

- 27 -

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

Regional Geology

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

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

Budget

We do not anticipate near term exploration programs on our Rio
Negro properties at the moment. Geological potential exists but because of the
preliminary nature of most of the properties, further exploration has been
postponed until market conditions improve. When exploration commences in the
future, we believe that prospecting of regionally significant northwest-trending
lineaments together with geological mapping, soils and magnetometer surveys
would be important.

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
there is no assurance that a commercially viable mineral deposit, a reserve,
exists in our Rio Negro property until further exploration is done and a
comprehensive evaluation concludes economic and legal feasibility.

British Columbia Properties

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

On April 14 and 15, 2008, we acquired 7 contiguous tenures in
the Pleasant Valley area of south-central British Columbia, Canada known as the
Argie claim group. The Argie claim group consisted of 1,964 hectares (4,852
acres) located approximately 16 kilometers (10 miles) northeast of the town of
Merritt, a driving distance of about 280 km [175 miles] from Vancouver, British
Columbia, Canada. During the year ended January 31, 2009, our management
determined that it was not in our companys best interest to explore or maintain
the Argie claims and they were allowed to expire on April 15 and 16, 2009.

**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.

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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.

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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 Over-the-Counter Bulletin
Board under the name Argentex Mining Corporation and the symbol AGXM.

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

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

The following table reflects the high and low bid information
for our common stock for each fiscal quarter during the fiscal year ended
January 31, 2010 and 2000. 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.

OTCBB
      TSX Venture Exchange(1)Quarter Ended
      High
      Low
      High
      LowJanuary 31, 2008
      $1.48
      $1.02
      N/A
      N/AApril 30, 2008
      $1.83
      $1.25
      N/A
      N/AJuly 31, 2008
      $1.30
      $0.91
      $1.01
      $1.01October 31, 2008
      $1.05
      $0.13
      $1.10
      $0.50January 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
      $0.80


|(1) | On March 26, 2008 our shares were listed for trading on
      the TSX Venture Exchange under the Symbol ATX. In order to comply with
      Canadian securities laws, we voluntarily halted trading of our shares on
      the TSX Venture Exchange on March 26, 2008. On shares resumed trading on
      the TSX Venture Exchange on July 28, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our common shares are issued in registered form. 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 14, 2010, there were 120 holders of record of our
common stock. As of such date, 44,486,754 of our common shares were issued and
outstanding.

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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

On January 14, 2009, we sold three convertible debentures, each
in the face amount of $50,000, to three arms-length investors for aggregate
gross proceeds of $150,000. Each convertible debenture is convertible into units
at a conversion price of $0.10 per unit. Each unit will consist of one common
share and one non-transferable common share purchase warrant. Each of the share
purchase warrants forming part of a unit upon conversion will entitle the holder
to purchase one additional common share of the company at an exercise price of
$0.15 until they expire on the earlier of the date that is: (i) five years from
the date the convertible debenture was issued and (ii) two years from the date
that the convertible debenture is converted and the share purchase warrant is
issued. We issued the securities to non U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) in an offshore transaction relying
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On January 15, 2009, we sold an aggregate of 1,125,000 units to
five directors of our company for a purchase price of $0.10 for aggregate gross
proceeds of $112,500. Each unit consists of one common share and one
non-transferable common share purchase warrant. Each of the share purchase
warrants entitles the holder to purchase one additional common share of our
company at an exercise price of $0.15 until they expire on January 15, 2011. We
issued the securities to non U.S. persons (as that term is defined in Regulation
S of the Securities Act of 1933) in an offshore transaction relying on
Regulation S and/or Section 4(2) of the Securities Act of 1933.

On February 10, 2009, we granted stock options 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 term expiring February 10, 2014. 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 grant was subject to
acceptance by the TSX Venture Exchange and the execution of stock option
agreements by the grantees. All six of the grantees were non-U.S. persons (as
that term is defined in Regulation S of the Securities Act of 1933), and we
issued all of these options in offshore transactions relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

On March 20, 2009, our President exercised 120,000 options to
purchase common shares at an exercise price of $0.25 and, accordingly, we issued
120,000 common shares to the President of our company for gross proceeds of
$30,000. Our President is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act of 1933) and this transaction
took place outside of the United States and, in issuing these shares, we relied
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On April 7, 2009, our President exercised 80,000 options to
purchase common shares at an exercise price of $0.25 and, accordingly, we issued
80,000 common shares to the President of our company for gross proceeds of
$20,000. Our President is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act of 1933) and this transaction
took place outside of the United States and, in issuing these shares, we relied
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On April 24, 2009, we sold 1,478,334 units to eight investors
at a purchase price of $0.30 per unit for aggregate gross proceeds of
approximately $443,500. Each unit consisted of one share of our common stock and
one non-transferable unit warrant. Each unit warrant entitles the holder to
purchase one additional share of our companys common stock for a purchase price
of $0.45 until April 24, 2011. We issued the securities to non U.S. persons (as
that term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

On May 22, 2009, we sold 434,782 units to one investor at a
purchase price of $0.345 per unit for gross proceeds of approximately $150,000.
Each unit consisted of one share of our common stock and one non-transferable
unit warrant. Each unit warrant entitles the holder to purchase one additional
share of our common stock for a purchase price of $0.45 until May 22, 2011. We
issued the securities to one non U.S. person (as that term is defined in

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Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On May 28, 2009, we issued 500,000 units to one investor upon
the conversion of a convertible debenture in the face amount of $50,000. Each
unit consisted of one share of our common stock and one non-transferable share
purchase warrant. Each non-transferable share purchase warrant entitles the
holder to purchase one additional share of our common stock at a purchase price
of $0.15 per share until May 28, 2011. The investor was not a U.S. person, this
transaction did not occur in the United States and in issuing these securities
we relied on the registration exemption provided by Regulation S, promulgated
under the Securities Act of 1933, as amended.

On June 5, 2009, our President exercised 300,000 warrants to
purchase common shares at an exercise price of $0.15 and, accordingly, we issued
300,000 common shares to the President of our company for gross proceeds of
$45,000. Our President is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act of 1933) and this transaction
took place outside of the United States and, in issuing these shares, we relied
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On June 18, 2009, we sold 455,000 units to two investors at a
purchase price of $0.55 per unit for gross proceeds of approximately $250,250.
Each unit consisted of one share of our common stock and one non-transferable
unit warrant. Each unit warrant entitles the holder to purchase one additional
share of our companys common stock for a purchase price of $0.65 until June 18,
2011. We issued the securities to two non U.S. persons (as that term is defined
in Regulation S of the Securities Act of 1933) in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On July 13, 2009, we sold 727,272 units to two investors at a
purchase price of $0.55 per unit for gross proceeds of approximately $400,000.
Each unit consisted of one share of our common stock and one non-transferable
unit warrant. Each unit warrant entitles the holder to purchase one additional
share of our companys common stock for a purchase price of $0.65 until July 13,
2011. We issued the securities to two non U.S. persons (as that term is defined
in Regulation S of the Securities Act of 1933) in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On July 14, 2009, we granted stock options to one consultant 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 are subject to vesting
provisions as set forth in the stock option agreement dated July 14, 2009. We
issued the stock options to one non-U.S. person (as that term is defined in
Regulation S of the Securities Act of 1933), in an offshore transaction relying
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On September 2, 2009, we granted stock options to one
consultant 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 are to
vest in four installments, each for 25,000 options. The first installment will
vest on March 2, 2010, the second installment will vest June 2, 2010, the third
installment will vest September 2, 2010 and the last installment will vest on
March 2, 2011. We issued the stock options to one non-U.S. person (as that term
is defined in Regulation S of the Securities Act of 1933), in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On October 2, 2009, one of our consultants exercised 50,000
options to purchase common shares at an exercise price of $0.25 and 25,000
options to purchase common shares at an exercise price of $0.62 and,
accordingly, we issued 75,000 common shares to our consultant for gross proceeds
of $28,000. Our consultant is not a U.S. person (as that term is defined in
Regulation S promulgated under the Securities Act of 1933) and this transaction
took place outside of the United States and, in issuing these shares, we relied
on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On October 14, 2009, one of our directors exercised 50,000
warrants to purchase common shares at an exercise price of $0.15 and,
accordingly, we issued 50,000 common shares to a director of our company for
gross proceeds of $7,500. The director is not a U.S. person (as that term is
defined in Regulation S promulgated under the Securities Act of 1933) and this
transaction took place outside of the United States and, in issuing these
shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of
1933.

- 32 -

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On November 3, 2009, a holder of warrants issued by our company
exercised 150,000 warrants to purchase common shares at an exercise price of
$0.45 and, accordingly, we issued 150,000 common shares to the holder for gross
proceeds of $67,500. The warrant holder was not a U.S. person (as that term is
defined in Regulation S promulgated under the Securities Act of 1933) and this
transaction took place outside of the United States and, in issuing these
shares, we relied on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On November 12, 2009, we issued 500,000 units to each of two
investors upon the conversion of two convertible debentures originally issued by
our company on January 14, 2009, each in the face amount of $50,000. Each unit
consists of one share of our common stock and one non-transferable share
purchase warrant. Each non-transferable share purchase warrant entitles the
holder to purchase one additional share of our common stock at a purchase price
of $0.15 per share until November 12, 2011. The investors were not U.S. persons,
this transaction did not occur in the United States and in issuing these
securities we relied on the registration exemption provided by Regulation S,
promulgated under the Securities Act of 1933, and/or Section 3(a)(9) of the
Securities Act of 1933.

On November 27, 2009, we sold 5,960,814 units at a price of
CAD$0.70 (US$0.662) per unit to 49 investors for gross proceeds of
CAD$4,172,570. Each unit consisted of one common share of our company and
one-half of one non-transferable common share purchase warrant. Each whole
common share purchase warrant entitles the investor to purchase one additional
common share of our company at a price of CAD$0.90 (US$0.84) until November 27,
2011, subject to early expiration in the event that the common shares of our
company trade on the TSX Venture Exchange or the OTC Bulletin Board with an
average closing price greater than CAD$1.25 (US$1.17) for a period of 30
consecutive trading days. 48 of the investors were not U.S. persons, as that
term is defined in Regulation S, and none of them was in the United States and
for these investors we relied on the exemption from the registration
requirements of the Securities Act of 1933 provided by Rule 903 of Regulation S.
One of the investors was a U.S. person and an accredited investor and in issuing
securities to this investor we relied on the exemption from the registration
requirements of the Securities Act of 1933 provided by Rule 506 of Regulation S
promulgated thereunder.

On November 27, 2009, we entered in to an agency agreement with
Wellington West Capital Markets Inc. and Canaccord Capital Corporation pursuant
to which they acted as the agents in connection with the offering that was
completed on November 27, 2009 and received an aggregate cash commission of 6%
of the gross proceeds of the offering, together with an aggregate of 357,648
non-transferable broker warrants. Each broker warrant entitles the holder to
purchase one common share of our company at an exercise price of CAD$0.72
(US$0.68) until November 27, 2010. In issuing these broker warrants, we relied
on the exemption from the registration requirements of the Securities Act of
1933 provided by Rule 903 of Regulation S promulgated thereunder.

On January 19, 2010, we granted stock options 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 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 is to vest 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 the optionees and the terms of our 2007 stock option plan. All
four of the optionees are non-U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933), and we issued all of these options
in offshore transactions relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

On February 3, 2010, we issued an aggregate of 115,000 shares
of our common stock to one director of our company and two consultants upon the
exercise of an aggregate of 115,000 stock options for aggregate proceeds of
$56,500. Of the total, 40,000 of these shares were issued to one of our
directors upon the exercise of stock options having an exercise price of $0.25,
for total proceeds of $10,000. The other 75,000 shares were issued to two
consultants located in Argentina upon the exercise of an aggregate of 75,000
stock options having an exercise price of $0.62, for aggregate proceeds of
$46,500. All three of the people to whom we issued these shares are not U.S.
persons (as that term is defined in Regulation S promulgated under the
Securities Act of 1933) and each of these transactions took place outside of the
United States and, in issuing these shares, we relied on Regulation S and/or
Section 4(2) of the Securities Act of 1933.

On March 16, 2010, our President and director exercised 450,000
warrants to purchase common shares at an exercise price of $0.15 and,
accordingly, we issued 450,000 common shares to our president and director for
gross

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proceeds of $67,500. Our president and director is not a U.S.
person (as that term is defined in Regulation S promulgated under the Securities
Act of 1933) and this transaction took place outside of the United States and,
in issuing these shares, we relied on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

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,
2010, there were 10,000 shares of our common stock still available for future
grant under the plan.

On November 10, 2007, our directors adopted our 2007 Stock
Option Plan. Our 2007 Stock Option Plan permits our company to issue up to
5,662,310 shares of our common stock to directors, officers, employees and
consultants of our company. The form of the 2007 Stock Option Plan has been
approved by the TSX Venture Exchange and our stockholders.

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

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

On February 10, 2009, we granted stock options 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 term expiring February 10, 2014. 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. These options were granted
pursuant to our 2007 Stock Option Plan with an exercise price of $0.37 per share
and a term of five (5) years.

On July 14, 2009, we granted stock options 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 term expiring July 14, 2012. The
options are to vest in four installments over 18 months on January 14, 2010,
April 14, 2010, July 14, 2010 and January 14, 2011. These options were granted
pursuant to our 2007 Stock Option Plan with an exercise price of $0.60 per share
for a term of three (3) years.

On September 2, 2009, we granted stock options 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 term expiring September 2, 2012. The
options are to vest in four installments over 18 months on March 2, 2010, June
2, 2010, September 2, 2010 and March 2, 2011. These options were granted
pursuant to our 2007 Stock Option Plan with an exercise price of $0.675 per
share for a term of three (3) years.

On January 19, 2010, we granted stock options 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 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 is to vest on October 19, 2010 and the fourth installment is to vest
on January 19, 2011. These options were granted pursuant to our 2007 Stock
Option Plan with an exercise price of $0.855 per share and a term of five (5)
years.

As of January 31, 2010, there were 2,377,310 shares of our
common stock still available for future grant under the 2007 Stock Option Plan.

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The following table summarizes certain information regarding
our equity compensation plans as at January 31, 2010:

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)Equity compensation plans approved by security holders
    Nil
    Nil
    Nil2005 Stock Option Plan (an equity compensation plan not
      approved by security holders)
    1,108,334
    $0.57
    10,0002007 Stock Option Plan (an equity compensation plan
      approved by security holders)
    3,285,000
    $0.55
    2,377,310Total
    4,393,334
    $0.56
      2,387,310


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, 2010.

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 our business operations. We currently
hold interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina. All of the mineral exploration licenses with respect to
these Argentine claims are registered in the name of our Delaware subsidiary,
SCRN Properties Ltd. One of the properties located in the Santa Cruz province of
Argentina consists of a group of claims that we refer to as the Pinguino
property and we have concentrated almost all of our exploration efforts on this
property. During the next year we intend to continue to focus our exploration
efforts primarily on the Pinguino property, where we have had exploration
success in discovering polymetallic mineralization in the past. We believe that
additional targeted exploration expenditures in the form of geophysics, soil
geochemistry, trenching and drilling on the Pinguino property is warranted to
test the limits of known mineralization as well as new target testing.

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

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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, 2011:

Estimated Funding Required During the Next 12 MonthsExpense
      AmountMineral exploration expenses and holding costs
      $1,650,000General and administrative expenses, including investor relations
      1,110,000Accrued accounts payable, repayment of debt and acquisition
        of fixed assets
      40,000Total
      $2,800,000Cash on hand, March 31, 2010, estimated
      $2,500,000Proceeds from exercise of warrants and options
      -Estimated excess of cash requirements over cash resources
      $ 300,000


During the 12 months ending March 31, 2011, we anticipate that
we will require approximately $2.8 million in order to fund the plan of
operations outlined above.

On February 3, 2010, we raised gross proceeds of approximately
$56,500 on the exercise of stock options and on March 16, 2010 we raised gross
proceeds of approximately $67,500 on the exercise of warrants. 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. In addition, our budget
could increase during the year in response to matters that we are not aware of
at the date of this annual report. Regardless of whether our budget remains the
same or increases during the year, we do not have enough money to fund our
budgeted requirements and we will have to raise additional funds. We have
historically raised capital to fund our activities through the sale of debt or
equity securities and we plan to raise any required funds through private
placement sales of our common stock. We do not currently have any arrangements
in place for the completion of any private placement financings and there can be
no assurance that we will be successful in completing any private placement
financings.

Results of Operations

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

| |                                |   |             |  |   |             |  |   | Changes       |  
| | ------------------------------ | - | ----------- |  | - | ----------- |  | - | ------------- | -
| |                                |   |             |  |   |             |  |   | between the   |  
| |                                |   | Year ended  |  |   | Year ended  |  |   | years ended   |  
| |                                |   | January 31, |  |   | January 31, |  |   | January 31,   |  
| |                                |   | 2010        |  |   | 2009        |  |   | 2010 and 2009 |  
| |                                |   |             |  |   |             |  |   |               |  
| | Mineral exploration activities | $ | 885,639     |  | $ | 3,123,497   |  | $ | (2,237,858    | )
| | Stock-based compensation       |   | 566,923     |  |   | 147,133     |  |   | 419,790       |  
| | General and administrative     |   | 1,205,734   |  |   | 1,257,205   |  |   | (51,471       | )

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| |                |   |             |  |   |             |  |   | Changes       |  
| | -------------- | - | ----------- |  | - | ----------- |  | - | ------------- | -
| |                |   |             |  |   |             |  |   | between the   |  
| |                |   | Year ended  |  |   | Year ended  |  |   | years ended   |  
| |                |   | January 31, |  |   | January 31, |  |   | January 31,   |  
| |                |   | 2010        |  |   | 2009        |  |   | 2010 and 2009 |  
| |                |   |             |  |   |             |  |   |               |  
| | Total expenses | $ | 2,658,296   |  | $ | 4,527,835   |  | $ | (1,869,539    | )

Revenue

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

Expenses

Mineral Exploration Activities

Our mineral exploration expenses decreased by $2,237,858 or 72%
from $3,123,497 for the year ended January 31, 2009 to $885,639 for the year
ended January 31, 2010. The decrease in our mineral exploration expenses was
primarily due to our decision to temporarily suspend our drilling and
exploration program during the first three quarters of the year ended January
31, 2010, due to the global economic downturn. We completed a private placement
for approximately $4.4M during the fourth quarter of the year ended January 31,
2010 and commenced our drilling and exploration program.

Stock-Based Compensation

Our stock-based compensation expense increased by $419,790 or
285% from $147,133 for the year ended January 31, 2009 to $566,923 for the year
ended January 31, 2010. The increase in our stock-based compensation was due to
the granting of 3,035,000 options to purchase shares of our common stock during
the year ended January 31, 2010 compared to the granting of 150,000 options to
purchase shares of our common stock during the year ended January 31, 2009. At
January 31, 2009 we reclassified stock-based compensation from a line item on
our statement of operations and began allocating it to the appropriate expense
categories.

General and Administrative

Our general and administrative expenses decreased by $51,471 or
4% from $1,257,205 for the year ended January 31, 2009 to $1,205,734, for the
year ended January 31, 2010. This decrease was primarily caused by decreases in
office and sundry expenses of $156,312 and travel of $12,092 due to attending
less conferences during the year; and foreign exchange losses of $104,736. These
decreases were primarily offset by increases in consulting fees of $95,084 (net
of $365,278 in stock based compensation) due to hiring more consultants;
investor relations and communications of $28,699 (net of $54,512 in stock based
compensation), professional fees of $53,176 and transfer agent fees of $27,992
incurred in connection with our approximate $4M private placement.

Liquidity and Capital Resources

Our working capital at January 31, 2010 and 2009 is summarized
below:

|                    |   |                     |  |   |                     |  |   | Change between January |  
|------------------- | - | ------------------- |  | - | ------------------- |  | - | ---------------------- | -
|                    |   | At January 31, 2009 |  |   | At January 31, 2009 |  |   | 31, 2010 and 2009      |  
|                    |   |                     |  |   |                     |  |   |                        |  
|Current assets      | $ | 3,319,642           |  | $ | 128,246             |  | $ | 3,191,396              |  
|Current liabilities |   | 441,940             |  |   | 366,330             |  |   | (75,610                | )

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|                          |   |                     |  |   |                     |   |   | Change between January | 
|------------------------- | - | ------------------- |  | - | ------------------- | - | - | ---------------------- | 
|                          |   | At January 31, 2009 |  |   | At January 31, 2009 |   |   | 31, 2010 and 2009      | 
|Working capital (deficit) | $ | 2,877,702           |  | $ | (238,084            | ) | $ | 3,115,786              | 

Current Assets

Our current assets increased by $3,191,396 or 2488% from
$128,246 at January 31, 2009 to $3,319,642 at January 31, 2010. The increase was
primarily due an increase in cash from equity financing of approximately $4.1
million and a prepaid deposit on our drilling contract of approximately $95,000.

Current Liabilities

Our current liabilities increased by $75,610 or 21% from
$366,330 at January 31, 2009 to $441,940 at January 31, 2010. The increase in
our liabilities was primarily due to an increase in our accrued liabilities.
This increase was partially offset by paying off our promissory note and
conversion of our convertible debt into equity.

Working Capital

Our working capital increased by $3,115,786 or 1309% from a
working capital deficit of $238,084 to working capital of $2,877,702. The
increase was primarily due to the cash we received from the sale of units and
the exercise of options and warrants, as well as the conversion of debt into
common stock. .

The following table summarizes our sources and uses of cash
during the years ended January 31, 2010 and 2009:

|                                              |   | Year Ended       |   |   | Year Ended       |  
|--------------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                              |   | January 31, 2010 |   |   | January 31, 2009 |  
|                                              |   |                  |   |   |                  |  
|Cash flows used in operating activities       | $ | (1,840,377       | ) | $ | (4,741,175       | )
|Cash flows used in investing activities       |   | (25,349          | ) |   | (19,591          | )
|Cash flows provided by financing activities   |   | 4,997,165        |   |   | 4,024,107        |  
|Effect of foreign
      currency exchange     |   | (30,213          | ) |   | -                |  
|Net increase (decrease) in cash during period | $ | 3,101,226        |   | $ | (736,659         | )

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Net cash used in operating activities

Net cash used in operating activities during the year ended
January 31, 2010 was $1,840,377. We used cash on a prepaid drilling deposit and
to pay our accounts payable. These uses of cash were partially offset by
increases in our accrued accounts payable, an unsecured advance payable and
unpaid consulting fees to a related party.

Net cash used in operating activities during the year ended
January 31, 2009 was $4,741,175. We used cash to pay our accounts payable and
accrued liabilities.

Net cash used in investment activities

During the year ended January 31, 2010 we spent $25,349, on the
acquisition of equipment.

During the year ended January 31, 2009 we spent $19,591, on the
acquisition of equipment.

Net cash provided by financing activities

During the year ended January 31, 2010, we received net cash of
$4,949,165 on the issuance of 9,056,201 units in respect of private placements,
$120,000 on the exercise of 500,000 warrants and $78,000 on the exercise of
275,000 stock options and we used $150,000 in cash on repayment of the
promissory note.

During the year ended January 31, 2009, we received net cash of
$3,724,107 on the issuance of 4,279,000 units sold in private placement
offerings or our equity securities, we received $150,000 in cash in exchange for
a note payable and we received $150,000 on the issuance of three convertible
debentures.

Product Research and Development

We do not anticipate that we will spend any significant sums on
product research and development over the twelve month period ending March 31,
2011.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending March 31, 2011.

Going Concern

We have historically incurred losses since inception. From
inception through January 31, 2010, we have incurred losses of $17,078,930. We
anticipate that we will continue to incur losses without generating any revenue
from operations unless and until we are able to sell one or more of our resource
properties or identify a mineral resource in a commercially exploitable quantity
on one or more of our mineral properties and build and operate a mine, and there
can be no assurance that we will ever be able to do so. Because of these
historical losses and our continuing failure to generate any revenue from
operations, we believe that we will require additional working capital to
continue our exploration programs and develop our business operations in the
future. We intend to raise any additional working capital required through
private placements, public offerings and/or advances from related parties or
shareholder loans. We do not currently have any arrangements for any such
financing in place, nor can we provide any assurance that we will be able to
arrange any such financing. If adequate working capital is not available we may
not be able to continue our operations.

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

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Income Taxes

Income tax expense has not been recognized for the years ended
January 31, 2010 and 2009 and no taxes were payable at January 31, 2010 or 2009,
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 follows:

|                                      |   | Year
      ended |   |   | Year
      ended |  
|------------------------------------- | - | ---------------- | - | - | ---------------- | -
|                                      |   | January 31, 2010 |   |   | January 31, 2009 |  
|                                      |   |                  |   |   |                  |  
|Corporate tax rate                    |   | 34%              |   |   | 34%              |  
|Expected income tax recovery          | $ | (904,000         | ) | $ | (1,539,000       | )
|Items not deductible for tax purposes |   | 261,000          |   |   | 946,000          |  
|Change in valuation allowance         |   | 643,000          |   |   | 593,000          |  
|Income tax provision                  | $ | -                |   | $ | -                |  

At January 31, 2010 and 2009, we had the following deferred tax
assets that primarily relate to net operating losses. We established a 100%
valuation allowance, as we believe it is more likely than not that the deferred
tax assets will not be realized.

|                                                      |   | 2010       |   |   | 2009       |  
|----------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Federal loss carryforwards (effective rate
      34%) | $ | 3,023,401  |   | $ | 2,380,221  |  
|Less: valuation allowance                             |   | (3,023,401 | ) |   | (2,380,221 | )
|                                                      |   |            |   |   |            |  
|                                                      | $ | -          |   | $ | -          |  

Our valuation allowance increased during 2010 and 2009 by
$643,180 and $550,290, respectively.

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

|                                 |   | 2010      |  |   | 2009      | 
|-------------------------------- | - | --------- |  | - | --------- | 
|Net operating loss carryforwards | $ | 8,892,356 |  | $ | 7,000,650 | 

The federal NOLs expire through January 31, 2030. Our Companies
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, 2010 and 2009 we paid $302 and $775 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).

Off-Balance Sheet Arrangements

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

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Contingencies and Commitments

We had no contingencies at March 31, 2010.

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

Operating leases

On December 15, 2007, we entered into a sublease agreement for
two years and eleven months at CDN$1,463 (US$1,358) per month until October 31,
2009 and CDN$1,537 (US$1,426) per month until October 31, 2010.

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

Consulting contract

On September 1, 2009, with retroactive effect to August 1,
2009, we entered into a new consulting agreement with Frontera Geological
Services Ltd. and Kenneth Hicks, our President, Chief Executive Officer and a
director of our company, pursuant to which Frontera Geological Services Ltd.
agreed to cause Kenneth Hicks to provide, among other things, services to our
company consistent with those ordinarily provided by a Chief Executive Officer,
including the duties and responsibilities set out at schedule A to the
consulting agreement and we agreed, among other things, to (i) pay Frontera
Geological Services Ltd. a monthly cash fee of C$12,500 (approximately
US$11,600); (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.

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

Reclassifications

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

Acquisition costs of mineral properties, previously included in
mineral property interests have been reclassified as write-down of mineral
claim.

Accrued liabilities previously included in accounts payable and
accrued liabilities have been reclassified as accrued liabilities, accrued
professional fees, accrued investor relations and communications, accrued
interest, accrued mineral property interests and accrued consulting.

Stock based compensation has been reclassified to either
consulting or investor relations and communications.

Cash Equivalents

Highly liquid investments purchased with maturities of three
months or less are considered cash equivalents.

Asset Impairment

We regularly review the carrying value of long-lived assets for
the existence of facts or circumstances that may suggest impairment. We
recognize impairment when the sum of the expected undiscounted future cash flows
is less than the carrying amount of the asset. Impairment losses, if any, are
measured as the excess of the carrying amount

- 41 -

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of the asset over its estimated fair value. The Companys only
long-lived asset is its equipment. At January 31, 2010 and 2009 we did not
record any impairment charges against our equipment.

Mineral Claim Payments and Exploration Expenditures

We are primarily engaged in the acquisition and exploration of
mining properties. Mineral property exploration costs are expensed as incurred.
Mineral property acquisition costs are initially capitalized when incurred. We
assess the carrying cost for impairment under the FASB ASC topic 360 at each
fiscal quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs subsequently incurred to develop such property are capitalized. Such
costs will be amortized using the units-of-production method over the
established life of the proven and probable reserves. If mineral properties are
subsequently abandoned or impaired, any capitalized costs will be charged to
operations.

Our consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
involves the use of estimates which have been made using careful judgment.

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

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.

Financial Instruments

Foreign Exchange Risk

We are subject to foreign exchange risk for sales and purchases
denominated in foreign currencies. We operate outside of the U.S. primarily in
Argentina and Canada and we are exposed to foreign currency risk due to the
fluctuation between the currency in which the Company operates in and the United
States Dollars. 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 not believe that it has any material risk
to its foreign currency exchange.

Fair Value of Financial Instruments

We account for the fair value measurement and disclosure of
financial instruments in accordance with FASB ASC topic 820 which requires a
publicly traded company to include disclosures about the fair value of its
financial instruments whenever it issues summarized financial information for
interim 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.

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Concentration of Operations

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

Concentration of Credit Risk

Financial instruments that potentially subject us to
significant concentrations of credit risk consist principally of cash and
equivalents and receivables.

We maintain our Canadian cash in a major chartered Canadian
bank deposit account and in 30 day deposits. Our bank deposit account is insured
by the Canadian Deposit Insurance Corporation up to $100,000. Our Canadian
dollar bank account balance, at times, may exceed federally insured limits. We
maintain our Argentinean pesos in an Argentinean bank deposit account. We keep
our Argentinean peso bank deposit account balance within federally insured
limits. As part of our cash management process, we perform periodic evaluations
of the relative credit standing of these financial institutions. We have not
lost any cash and do not believe our cash is exposed to any significant credit
risk.

We maintain our U.S. cash in major chartered Canadian bank
deposit accounts. Our U.S. dollar bank accounts are not insured by the Canadian
Deposit Insurance Corporation. At January 31, 2010 and 2009, the Company had
approximately $200,000 and $120,000, respectively in US cash and approximately
$2.8 million and $Nil, respectively in bankers acceptance that was not
insured.

Our 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. We record potential withholding tax, value added tax
and mineral property tax liabilities based on our estimate of whether and the
extent to which taxes may be refunded or deemed payable.

Income Taxes

Income taxes are accounted for under the asset and liability
method as stipulated by Accounting Standards Codification (ASC) 740 formerly
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes. 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 bases and operating loss and tax credit 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 temporary differences are
expected to be recovered or settled. Under ASC 740, the effect on deferred tax
assets and liabilities or a change in tax rate is recognized I income in the
period that includes the enactment date. Deferred tax assets are reduced to
estimated amounts to be realized by the use of a valuation allowance. 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.

Effective February 1, 2008, the Company adopted certain
provisions under ASC Topic 740, Income Taxes, (ASC 740), which provide
interpretative guidance for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. Effective with
the Companys adoption of these provisions, interest related to the unrecognized
tax benefits is recognized in the financial statements as a component of income
taxes. The adoption of ASC 740 did not have an impact on the Companys financial
position and results of operations.

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,
2010, the Company does not believe it has any uncertain tax positions that would
result in the Company having a liabili9ty to the taxing authorities. The
Companys tax returns are subject to examination by the federal and state tax
authorities for the years ended 2009 through 2010.

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Basic and Diluted Net Loss per Common Share

Basic net loss per share is computed by dividing the net loss
attributable to the common stockholders by the weighted average number of shares
of common stock outstanding during the reporting period. Diluted net income per
common share includes the dilution that could occur upon the exercise of options
and warrants to acquire common stock, computed using the treasury stock method
which assumes that the increase in the number of shares is reduced by the number
of shares that the Company could have repurchased with the proceeds from the
exercise of options and warrants (which are assumed to have been made at the
average market price of the common shares during the reporting period).

On February 1, 2009, we adopted changes issued by the FASB to
the calculation of earnings per share. These changes state that unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method for all periods presented. The adoption of this change had not
impact on our basic or diluted net loss per share because we have never issued
any share-based awards that contain nonforfeitable rights.

Potential shares of common stock are excluded from the diluted
loss per share computation in net loss periods as their inclusion would be
anti-dilutive.

At January 31, 2010 and 2009, we had 43,921,754 and 32,590,553,
shares of common stock issued and outstanding, respectively, 9,458,443 and
4,960,637 warrants outstanding, respectively and 4,393,334 and 1,833,334 options
outstanding, respectively and no convertible debt outstanding.

Comprehensive Loss

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

Stock-Based Compensation

We measure the compensation cost of stock options and other
stock-based awards to employees and directors at fair value at the grant date
and recognizes compensation expense over the requisite service period for awards
expected to vest.

Except for transactions with employees and directors, all
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. Additionally, we have determined that the
dates used to value the transaction are either:

(1) The date at which a commitment for performance by the
counter party to earn the equity instruments is established; or (2) The date
at which the counter partys performance is complete.

New accounting standards adopted during the year ended
January 31, 2010 were:

On October 31, 2009, we adopted the changes issued by the FASB
to the authoritative hierarchy of 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 Securities and
Exchange Commission (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. Accounting Standards Updates 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.

- 44 -

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On February 1, 2008, we adopted certain provisions of ASC topic
820 on fair value measurements. ASC 820 defines fair value, establishes a
framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. ASC 820 applies when another portion of the codification
requires or permits assets or liabilities to be measured at fair value.
Accordingly, ASC 820 does not require any new fair value measurements. On
February 1, 2009, we adopted the remaining provisions of ASC 820 as it relates
to nonfinancial assets and liabilities that are not recognized or disclosed at
fair value on a recurring basis. The adoption of the changes to ASC 820 did not
have an impact on our consolidated financial statements.

On February 1, 2009, we adopted changes issued by the FASB to
the fair value option for financial assets and liabilities. These changes permit
measurement of certain financial assets and financial liabilities at fair value.
If the fair value option is elected, the unrealized gains and losses are
reported in earnings at each reporting date. Generally, the fair value option
may be elected on an instrument-by-instrument basis, as long as it is applied to
the instrument in its entirety. The fair value option election is irrevocable,
unless a new election date occurs. The adoption of these changes had no material
impact on our consolidated financial statements, as we did not elect the fair
value option for any of our consolidated financial assets or liabilities.

On February 1, 2009, we adopted the changes issued by FASB ASC
topic 805 for business combinations. These changes require an acquirer to
recognize the assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree at the acquisition date, measured at their fair values
as of that date, with limited exceptions. This statement also requires the
acquirer in a business combination achieved in stages to recognize the
identifiable assets and liabilities, as well as the non-controlling interest in
the acquiree, at the full amounts of their fair values. ASC 805 makes various
other amendments to authoritative literature intended to provide additional
guidance or to confirm the guidance in that literature to that provided in this
statement. Our adoption of the changes to ASC 805 had no impact on our
consolidated financial statements. However, we expect the changes to ASC 805
will have an impact on our accounting for future business combinations, but the
effect is dependent upon making acquisitions in the future.

On February 1, 2009, we adopted the changes issued by FASB ASC
  topic 810-10 for noncontrolling interests in consolidated financial statements.
  ASC 810-10 states that accounting and reporting for minority interests are to
  be recharacterized as noncontrolling interests and classified as a component
  of equity. The calculation of earnings per share continues to be based on income
  amounts attributable to the parent. ASC 810-10 applies to all entities that
  prepare consolidated financial statements, except not-for-profit organizations,
  but affects only those entities that have an outstanding noncontrolling interest
  in one or more subsidiaries or that deconsolidate a subsidiary. Our adoption
  of the changes to ASC 810-10 had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by FASB ASC
topic 815-10-50 for disclosures about derivative instruments and hedging
activities. ASC 815-10-50 changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. Our adoption of the changes to
ASC 815-10-50 did not have an impact on our current or comparative consolidated
financial statements.

On February 1, 2009, we adopted changes issued by the FASB to
accounting for intangible assets. These changes amend the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset in order to improve the consistency
between the useful life of a recognized intangible asset outside of a business
combination and the period of expected cash flows used to measure the fair value
of an intangible asset in a business combination. The adoption of these changes
had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
to the hierarchy of generally accepted accounting principles. These changes
identify the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with GAAP. Adoption of
these changes had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
on accounting for convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement). These changes specify that
issuers

- 45 -

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of such instruments should separately account for the liability
and equity components in a manner that will reflect the entitys nonconvertible
debt borrowing rate when interest cost is recognized in subsequent periods. The
adoption of these changes had no impact on our consolidated results of
operations or financial position.

On February 1, 2009, we adopted the changes issued by the FASB
to whether an instrument (or embedded feature) is indexed to an entitys own
stock. These changes provide a new two-step model to be applied in determining
whether a financial instrument or an embedded feature is indexed to an issuers
own stock and thus able to qualify for scope exception. The adoption of these
changes did not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
to determine whether instruments granted in share-based payment transactions are
participating securities. These changes address the question of whether
instruments granted in share-based payment transactions are participating
securities prior to vesting. This guidance indicates that unvested share-based
payment awards that contain rights to dividend payments should be included in
earnings per share calculations. The adoption of these changes had no impact on
our consolidated results of operations or financial position. (Note 2)

On February 1, 2009, we adopted the changes issued by the FASB
to equity method investment accounting considerations. These changes clarify the
accounting for certain transactions and impairment considerations involving
equity method investments. The intent of these changes is to provide guidance on
(i) determining the initial carrying value of an equity method investment, (ii)
performing an impairment assessment of an underlying indefinite-lived intangible
asset of an equity method investment, (iii) accounting for an equity method
investees issuance of shares, and (iv) accounting for a change in an investment
from the equity method to the cost method. The adoption of these changes had no
impact on our current or prior consolidated financial position or results of
operations.

On February 1, 2009, we adopted the changes issued by the FASB
to disclosures by public entities (enterprises) about transfers of financial
assets and interest in variable interest entities. These changes require
additional disclosure about transfers of financial assets and an enterprises
involvement with variable interest entities. The adoption of these changes did
not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
to employers disclosures about pensions and other postretirement benefits.
These changes require enhanced disclosures about the plans for assets of a
Companys defined benefit pension and other postretirement plans. The enhanced
disclosures are intended to provide users of financial statements with a greater
understanding of: (1) how investment allocation decisions are made, including
the factors that are pertinent to an understanding of investment policies and
strategies; (2) the major categories of plan assets; (3) the inputs and
valuation techniques used to measure the fair value of plan assets; (4) the
effect of fair value measurements using significant unobservable inputs (Level
3) on changes in plan assets for the period; and (5) significant concentrations
of risk within plan assets. The adoption of these changes did not have an impact
on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
topic 855 to subsequent events. ASC 855 establishes authoritative accounting and
disclosure guidance for recognized and non-recognized subsequent events that
occur after the balance sheet date but before financial statements are issued.
ASC 855 also requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. The adoption of the
changes to ASC 855 had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC
topic 825 on determining fair value when the volume and level of activity for
the asset or liability have significantly decreased and identifying transactions
that are not orderly. ASC 825 provides additional guidance for estimating fair
value when the volume and level of activity for the asset or liability have
significantly decreased and includes guidance for identifying circumstances that
indicate a transaction is not orderly. This guidance is necessary to maintain
the overall objective of fair value measurements, which is that fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date under current market conditions. The adoption of the changes to
ASC 825 had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB to
recognition and presentation of other-than-temporary impairments. These changes
amend existing other-than-temporary impairment guidance for debt

- 46 -

---

securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities. The adoption of these changes had no impact on our
consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB for
interim disclosures about fair value of financial instruments. These changes
require a publicly traded company to include disclosures about the fair value of
its financial instruments whenever it issues summarized financial information
for interim 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. Other than the required
disclosures, the adoption of these changes had no impact on our consolidated
financial statements.

In August 2009, the FASB issued Accounting Standards Update
(ASU) 2009-05 for changes to measuring liabilities at fair value. These changes
clarify existing guidance that in circumstances in which a quoted price in an
active market for the identical liability is not available, an entity is
required to measure fair value using either a valuation technique that uses a
quoted price of either a similar liability or a quoted price of an identical or
similar liability when traded as an asset, or another valuation technique that
is consistent with the principles of fair value measurements, such as an income
approach (e.g., present value technique). This guidance also states that both a
quoted price in an active market for the identical liability and a quoted price
for the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. These changes were effective for us on November 1, 2009. The
adoption of these changes did not have an impact on our consolidated financial
statements.

New accounting standards to be adopted are as follows:

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

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

In October 2009, the FASB issued ASU 2009-13 for changes to
revenue recognition for multiple-deliverable arrangements which amends ASC
topic 604, revenue recognition. These changes require separation of
consideration received in such arrangements by establishing a selling price
hierarchy (not the same as fair value) for determining the selling price of a
deliverable, which will be based on available information in the following
order: vendor-specific objective evidence, third-party evidence, or estimated
selling price; eliminate the residual method of allocation and require that the
consideration be allocated at the inception of the arrangement to all
deliverables using the relative selling price method, which allocates any
discount in the arrangement to each deliverable on the basis of each
deliverables selling price; require that a vendor determine its best estimate
of selling price in a manner that is consistent with that used to determine the
price to sell the deliverable on a standalone basis; and expand the disclosures
related to multiple-deliverable revenue arrangements. These changes become
effective for us on

- 47 -

---

February 1, 2011. We do not anticipate the adoption of these
changes will not have an impact on our consolidated financial statements, as we
do not currently have any revenue or such arrangements with customers.

ITEM
8.              ****FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.

- 48 -

---

ARGENTEX MINING CORPORATION
  (An Exploration Stage Company)

****

CONSOLIDATED FINANCIAL STATEMENTS

At January 31, 2010 and 2009 and for the Years Ended January
  31, 2010 and 
  2009

****

(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, 2010 and 2009 and the related consolidated statements of operations
  and cash flows for the years then ended, and for the cumulative period from
  December 21, 2001 (date of inception) to January 31, 2010, and stockholders
  equity (deficiency) for the cumulative period from December 31, 2001 (date of
  inception) to January 31, 2010. 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, 2010 and 2009 and the results of its operations
  and its cash flows for the years then ended and the cumulative period from inception,
  December 21, 2001 to January 31, 2010, 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 $17,078,930
  which raises doubt about the Companys ability to continue as a going concern.
  Managements plans in regard to these matters are also described in Note
  3. The consolidated financial statements do not include any adjustments that
  might result from the outcome of this uncertainty.

Vancouver, Canada

|April 14, 2010 | Morgan & Company   
|-------------- | ---------------------
|               | Chartered Accountants



F-2

---

|ARGENTEX MINING CORPORATION   
|------------------------------
|(An Exploration Stage Company)
|CONSOLIDATED BALANCE SHEETS   
|AT JANUARY 31, 2010 AND 2009  
|(Stated in U.S. Dollars)      

|                                                                                                                                                                                          |   | 2010        |   |   | 2009        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                                                                                                                          |   |             |   |   |             |  
|ASSETS                                                                                                                                                                                    |   |             |   |   |             |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Current                                                                                                                                                                                   |   |             |   |   |             |  
|Cash and cash equivalents                                                                                                                                                                 | $ | 3,209,786   |   | $ | 108,560     |  
|Receivables                                                                                                                                                                               |   | 497         |   |   | 3,679       |  
|Prepaid
      expenses and deposit                                                                                                                                                        |   | 109,359     |   |   | 16,007      |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Total current assets                                                                                                                                                                      |   | 3,319,642   |   |   | 128,246     |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Equipment (Note 4)                                                                                                                                                                        |   | 52,534      |   |   | 36,845      |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Total assets                                                                                                                                                                              | $ | 3,372,176   |   | $ | 165,091     |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                                                                                                                         |   |             |   |   |             |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Current liabilities                                                                                                                                                                       |   |             |   |   |             |  
|Accounts payable                                                                                                                                                                          | $ | 57          |   | $ | 29,474      |  
|Accrued liabilities                                                                                                                                                                       |   | 22,111      |   |   | 4,274       |  
|Accrued professional fees                                                                                                                                                                 |   | 68,813      |   |   | 51,900      |  
|Accrued investor relations and communications                                                                                                                                             |   | 32,112      |   |   | 30,000      |  
|Accrued mineral property interests                                                                                                                                                        |   | 262,529     |   |   | -           |  
|Accrued consulting                                                                                                                                                                        |   | 20,000      |   |   | -           |  
|Promissory note (Note 6)                                                                                                                                                                  |   | -           |   |   | 150,000     |  
|Convertible debentures (Note 7)                                                                                                                                                           |   | -           |   |   | 100,682     |  
|Due to related parties (Note 9)                                                                                                                                                           |   | 36,318      |   |   | -           |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Total liabilities                                                                                                                                                                         |   | 441,940     |   |   | 366,330     |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Commitments (Note 12)                                                                                                                                                                     |   |             |   |   |             |  
|                                                                                                                                                                                          |   |             |   |   |             |  
|Stockholders' equity (deficit)                                                                                                                                                            |   |             |   |   |             |  
|Preferred stock, $0.001 par value, authorized
      100,000,000, 
            nil shares issued and outstanding at January
      31, 2010 and 2009                                        |   | -           |   |   | -           |  
|Preferred stock, Series A convertible,
      $0.001 par value, 
            authorized 2,000, nil shares issued and outstanding
      at 
            January 31, 2010 and 2009           |   | -           |   |   | -           |  
|Common stock, $0.001 par value, authorized 100,000,000,
      
            43,921,754 and 32,590,553 issued and outstanding
      at 
            January 31, 2010 and 2009, respectively |   | 43,922      |   |   | 32,591      |  
|Warrants                                                                                                                                                                                  |   | 238,981     |   |   | 93,493      |  
|Additional paid-in capital                                                                                                                                                                |   | 19,756,476  |   |   | 14,093,311  |  
|Deficit accumulated during the
      exploration stage                                                                                                                                    |   | (17,078,930 | ) |   | (14,420,634 | )
|Accumulated
      other comprehensive loss                                                                                                                                                |   | (30,213     | ) |   | -           |  
|Total stockholders' equity (deficit)                                                                                                                                                      |   | 2,930,236   |   |   | (201,239    | )
|                                                                                                                                                                                          |   |             |   |   |             |  
|Total liabilities and stockholders' (deficit)                                                                                                                                             | $ | 3,372,176   |   | $ | 165,091     |  

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)        |  
|                                                                        |   | 2010                      |   |   | 2009                    |  
|                                                                        |   |                           |   |   |                         |  
|Expenses                                                                |   |                           |   |   |                         |  
|                                                                        |   |                           |   |   |                         |  
|Consulting fees                                                         | $ | 843,531                   |   | $ | 383,169                 |  
|Depreciation                                                            |   | 9,660                     |   |   | 8,809                   |  
|Foreign exchange loss                                                   |   | 14,791                    |   |   | 119,527                 |  
|Investor relations and communication                                    |   | 208,629                   |   |   | 125,418                 |  
|Mineral property interests (Note
      5)                               |   | 885,639                   |   |   | 3,123,497               |  
|Office and sundry                                                       |   | 96,452                    |   |   | 252,764                 |  
|Professional fees                                                       |   | 437,983                   |   |   | 384,807                 |  
|Rent                                                                    |   | 27,410                    |   |   | 28,874                  |  
|Transfer agent fees                                                     |   | 77,501                    |   |   | 49,509                  |  
|Travel                                                                  |   | 42,728                    |   |   | 54,820                  |  
|Write-down of mineral claims                                            |   | -                         |   |   | -                       |  
|                                                                        |   |                           |   |   |                         |  
|Net operating loss                                                      |   | (2,644,324                | ) |   | (4,531,194              | )
|                                                                        |   |                           |   |   |                         |  
|Interest (expense) income                                               |   | (13,972                   | ) |   | 3,359                   |  
|                                                                        |   |                           |   |   |                         |  
|Net loss                                                                | $ | (2,658,296                | ) | $ | (4,527,835              | )
|                                                                        |   |                           |   |   |                         |  
|                                                                        |   |                           |   |   |                         |  
|Net loss per share
      - basic and diluted                            | $ | (0.07                     | ) | $ | (0.15                   | )
|                                                                        |   |                           |   |   |                         |  
|Weighted average
      number of shares outstanding - basic and diluted |   | 36,735,688                |   |   | 31,092,091              |  

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

F-4

---

|ARGENTEX MINING CORPORATION                                                                   
|----------------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                                
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) AND
      COMPREHENSIVE INCOME (LOSS)
|FOR THE PERIOD FROM DECEMBER 21, 2001 (INCEPTION) TO JANUARY
      31, 2010                   
|(Stated in U.S. Dollars)                                                                      

|                                                      |  | Preferred Stock      |   |   |       |   |  |              |   |   |           |   |   |            |   |   |          |  |   |             |   |   |                   | 
|----------------------------------------------------- |  | -------------------- | - | - | ----- | - |  | ------------ | - | - | --------- | - | - | ---------- | - | - | -------- |  | - | ----------- | - | - | ----------------- | 
|                                                      |  | Series A Convertible |   |   |       |   |  | Common Stock |   |   |           |   |   |            |   |   |          |  |   |             |  
|                                                      |  |                      |   |   |       |   |  |              |   |   |           |   |   |            |   |   |          |  |   |             |   |   | Accumulated       | 
|                                                      |  |                      |   |   |       |   |  |              |   |   |           |   |   | Additional |   |   |          |  |   |             |   |   | Other             | 
|                                                      |  | Number of            |   |   | Par   |   |  | Number of    |   |   |           |   |   | Paid-in    |   |   |          |  |   | Accumulated |   |   | **Comprehensive** | 
|                                                      |  | Shares               |   |   | Value |   |  | Shares       |   |   | Par Value |   |   | Capital    |   |   | Warrants |  |   | 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       |   |   | 117,333    |   |   | 82,000   |  |   | -           |   |   | -                 | 
|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    |   |   | 2,698,515  |   |   | 82,000   |  |   | (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  | ) |   | -                 | 

F-5

---

|Balance at January 31, 2007                                |  | - |  |   | - |  |  | 20,996,723 |  |   | 20,997 |  |   | 4,978,759  |   |   | 82,000  |   |   | (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    |  |   | 284,350    |   |   | (82,000 | ) |   | -           |   |   | -       |   |   | 202,500    |  
|Exercise of warrants                                       |  | - |  |   | - |  |  | 666,667    |  |   | 667    |  |   | 266,000    |   |   | -       |   |   | -           |   |   | -       |   |   | 266,667    |  
|Exercise of stock options                                  |  | - |  |   | - |  |  | 666,667    |  |   | 666    |  |   | 214,001    |   |   | -       |   |   | -           |   |   | -       |   |   | 214,667    |  
|Stock-based compensation                                   |  | - |  |   | - |  |  | -          |  |   | -      |  |   | 928,176    |   |   | -       |   |   | -           |   |   | -       |   |   | 928,176    |  
|Net loss 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                                      |  | - |  |   | - |  |  | -          |  |   | -      |  |   | (424,386   | ) |   | 93,493  |   |   | -           |   |   | -       |   |   | (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 |  |   | 14,093,311 |   |   | 93,493  |   |   | (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                                      |  | - |  |   | - |  |  | -          |  |   | -      |  |   | (386,072   | ) |   | 145,488 |   |   | -           |   |   | -       |   |   | (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    |  
|                                                           |  |   |  |   |   |  |  |            |  |   |        |  |   |            |   |   |         |   |   |             |   |   |         |   |   | 5,618,745  |  
|Net loss for the period                                    |  | - |  |   | - |  |  | -          |  |   | -      |  |   | -          |   |   | -       |   |   | (2,658,296  | ) |   | -       |   |   | (2,658,296 | )
|Unrealized foreign
      currency exchange loss            |  | - |  |   | - |  |  | -          |  |   | -      |  |   | -          |   |   | -       |   |   | -           |   |   | (30,213 | ) |   | (30,213    | )
|                                                           |  |   |  |   |   |  |  |            |  |   |        |  |   |            |   |   |         |   |   |             |   |   |         |   |   | (2,688,509 | )
|Balance at January 31, 2010                                |  | - |  | $ | - |  |  | 43,921,754 |  | $ | 43,922 |  | $ | 19,756,476 |   | $ | 238,981 |   | $ | (17,078,930 | ) | $ | (30,213 | ) | $ | 2,930,236  |  

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     |  
|                                                                                  |   | 2010                      |   |   | 2009                    |  
|                                                                                  |   |                           |   |   |                         |  
|Cash flows from operating activities                                              |   |                           |   |   |                         |  
|Net loss                                                                          | $ | (2,658,296                | ) | $ | (4,527,835              | )
|Adjustments to reconcile net loss
      to net cash used in operating activities: |   |                           |   |   |                         |  
|Depreciation                                                                      |   | 9,660                     |   |   | 8,809                   |  
|Stock-based compensation                                                          |   | 566,923                   |   |   | 147,133                 |  
|Debt discount                                                                     |   | 5,214                     |   |   | 667                     |  
|Shares issued to
      acquire mineral properties                                 |   | -                         |   |   | -                       |  
|Shares issued in payment of bonus                                                 |   | -                         |   |   | -                       |  
|Non-cash interest                                                                 |   | -                         |   |   | -                       |  
|Write-down of mineral claims                                                      |   | -                         |   |   | -                       |  
|Changes in operating assets and
      liabilities                                 |   |                           |   |   |                         |  
|Receivables                                                                       |   | 3,182                     |   |   | (3,679                  | )
|Prepaid expenses
      and deposit                                                |   | (93,352                   | ) |   | 14,569                  |  
|Accounts payable                                                                  |   | (29,417                   | ) |   | (461,051                | )
|Accrued liabilities                                                               |   | 17,837                    |   |   | (1,688                  | )
|Accrued professional fees                                                         |   | 16,913                    |   |   | 51,900                  |  
|Accrued investor
      relations and communications                               |   | 2,112                     |   |   | 30,000                  |  
|Accrued mineral property interests                                                |   | 262,529                   |   |   | -                       |  
|Accrued consulting                                                                |   | 20,000                    |   |   | -                       |  
|Due to related parties                                                            |   | 36,318                    |   |   | -                       |  
|                                                                                  |   |                           |   |   |                         |  
|Net cash
      used in operating activities                                       |   | (1,840,377                | ) |   | (4,741,175              | )
|                                                                                  |   |                           |   |   |                         |  
|Cash flows from investing activities                                              |   |                           |   |   |                         |  
|Acquisition of mineral
      property interests                                   |   | -                         |   |   | -                       |  
|Acquisition of equipment                                                          |   | (25,349                   | ) |   | (19,591                 | )
|                                                                                  |   |                           |   |   |                         |  
|Net cash
      used in investing activities                                       |   | (25,349                   | ) |   | (19,591                 | )
|                                                                                  |   |                           |   |   |                         |  
|Cash flows from financing activities                                              |   |                           |   |   |                         |  
|Issuance of convertible
      debentures                                          |   | -                         |   |   | 150,000                 |  
|Issuance of promissory notes                                                      |   | -                         |   |   | 150,000                 |  
|Repayment of promissory
      notes                                               |   | (150,000                  | ) |   | -                       |  
|Proceeds from issuance of capital stock                                           |   | 5,147,165                 |   |   | 3,724,107               |  
|                                                                                  |   |                           |   |   |                         |  
|Net cash
      provided by financing activities                                   |   | 4,997,165                 |   |   | 4,024,107               |  
|                                                                                  |   |                           |   |   |                         |  
|Effects of foreign currency exchange                                              |   | (30,213                   | ) |   | -                       |  
|                                                                                  |   |                           |   |   |                         |  
|Increase (decrease) in cash during the period                                     |   | 3,101,226                 |   |   | (736,659                | )
|                                                                                  |   |                           |   |   |                         |  
|Cash, beginning
      of period                                                   |   | 108,560                   |   |   | 845,219                 |  
|                                                                                  |   |                           |   |   |                         |  
|Cash, end of period                                                               | $ | 3,209,786                 |   | $ | 108,560                 |  
|                                                                                  |   |                           |   |   |                         |  
|Supplemental disclosures                                                          |   |                           |   |   |                         |  
|Cash paid during the period for:                                                  |   |                           |   |   |                         |  
|Taxes                                                                             | $ | -                         |   | $ | -                       |  
|Interest                                                                          | $ | 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, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

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

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

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

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

Exploration Stage

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

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Standards Codification

On October 31, 2009, we adopted the changes issued by the FASB
  to the authoritative hierarchy of 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 Securities and Exchange Commission (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. Accounting Standards
  Updates 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, 2010                          
|(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 periods presentation.
  These reclassifications had no effect on our results of operations or financial
  position for any period presented.

Acquisition costs of mineral properties, previously included
  in mineral property interests have been reclassified as write-down of mineral
  claim.

Accrued liabilities previously included in accounts payable and
  accrued liabilities have been reclassified as accrued liabilities, accrued professional
  fees, accrued investor relations and communications, accrued interest, accrued
  mineral property interests and accrued consulting.

Stock based compensation has been reclassified to either consulting
  or investor relations and communications.

Principles of Consolidation

Our consolidated financial statements have been prepared in accordance
  with generally accepted accounting principles in the United States. Because
  a precise determination of many assets and liabilities is dependent upon future
  events, the preparation of consolidated financial statements for a period involves
  the use of estimates which have been made using careful judgment.

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

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

Use of Estimates

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

The Companys consolidated financial statements are based
  on a number of estimates, including accruals for estimated professional fees
  and mineral property interests as well as estimating the useful asset lives
  for depreciation.

Foreign Currency

The functional currency of our subsidiary is the U.S. dollar.
  Our subsidiaries monetary assets and liabilities denominated in the local currency
  are translated at current exchange rates, and non-monetary assets and liabilities,
  such as prepaid expenses and fixed assets, are translated at historical rates.
  Gains and losses resulting from translation of such account balances are included
  in operating results, as are gains and losses from foreign currency transactions.

F-9

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Cash Equivalents

Highly liquid investments purchased with maturities of three
  months or less are considered cash equivalents.

Equipment

Our equipment is being depreciated on a declining balance basis
  over the estimated useful lives at 20% for furniture, fixtures and exploration
  equipment and 30% for computer equipment.

Asset Impairment

We regularly review the carrying value of long-lived assets for
  the existence of facts or circumstances that may suggest impairment. We recognize
  impairment when the sum of the expected undiscounted future cash flows is less
  than the carrying amount of the asset. Impairment losses, if any, are measured
  as the excess of the carrying amount of the asset over its estimated fair value.
  The Companys only long-lived asset is its equipment. At January 31, 2010
  and 2009 we did not record any impairment charges against our equipment.

Revenue Recognition

The Company will record revenues from the sale of minerals when
  persuasive evidence of an arrangement exists, the minerals have been delivered
  to the customer and the risk of ownership or title has been transferred, and
  collectability is reasonably assured.

Mineral Claim Payments and Exploration Expenditures

We are primarily engaged in the acquisition and exploration of
  mining properties. Mineral property exploration costs are expensed as incurred.
  Mineral property acquisition costs are initially capitalized when incurred.
  We assess the carrying cost for impairment under the FASB ASC topic 360 at each
  fiscal quarter end. When it has been determined that a mineral property can
  be economically developed as a result of establishing proven and probable reserves,
  the costs subsequently incurred to develop such property are capitalized. Such
  costs will be amortized using the units-of-production method over the established
  life of the proven and probable reserves. If mineral properties are subsequently
  abandoned or impaired, any capitalized costs will be charged to operations.

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.

F-10

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

Asset Retirement Obligations

The Company plans to record the fair value of estimated asset
  retirement obligations (AROs) associated with tangible long-lived assets once
  production commences. Retirement obligations associated with long-lived assets
  are those for which 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 cost of sales. 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 as a related ARC in the period of the disturbance.

Financial Instruments and Risk Management

Foreign Exchange Risk

We are subject to foreign exchange risk for sales and purchases
  denominated in foreign currencies. We operate outside of the U.S. primarily
  in Argentina and Canada and we are exposed to foreign currency risk due to the
  fluctuation between the currency in which the Company operates in and the United
  States Dollars. 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 not believe that it has any material risk to
  its foreign currency exchange.

Fair Value of Financial Instruments

We account for the fair value measurement and disclosure of financial
  instruments in accordance with FASB ASC topic 820 which requires a publicly
  traded company to include disclosures about the fair value of its financial
  instruments whenever it issues summarized financial information for interim
  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

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

Concentration of Credit Risk

Financial instruments that potentially subject us to significant
  concentrations of credit risk consist principally of cash and equivalents and
  receivables.

We maintain our Canadian cash in a major chartered Canadian bank
  deposit account and in 30 day deposits. Our bank deposit account is insured
  by the Canadian Deposit Insurance Corporation up to $100,000. Our Canadian dollar
  bank account balance, at times, may exceed federally insured limits. We maintain
  our Argentinean pesos in an Argentinean bank deposit account. We keep our Argentinean
  peso bank deposit account balance within federally insured limits. As part of
  our cash management process, we perform periodic evaluations of the relative
  credit standing of these financial institutions. We have not lost any cash and
  do not believe our cash is exposed to any significant credit risk.

F-11

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

We maintain our U.S. cash in major chartered Canadian bank deposit
  accounts. Our U.S. dollar bank accounts are not insured by the Canadian Deposit
  Insurance Corporation. At January 31, 2010 and 2009, the Company had approximately
  $200,000 and $120,000, respectively in US cash and approximately $2.8 million
  and $Nil, respectively in bankers acceptance that was not insured.

Our 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. We record potential withholding tax, value added tax
  and mineral property tax liabilities based on our estimate of whether and the
  extent to which taxes may be refunded or deemed payable.

Income Taxes

Income taxes are accounted for under the asset and liability
  method as stipulated by Accounting Standards Codification (ASC)
  740 formerly Statement of Financial Accounting Standards (SFAS)
  No. 109, Accounting for Income Taxes. 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 bases and operating loss and
  tax credit 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 temporary differences are expected to be recovered or settled. Under ASC
  740, the effect on deferred tax assets and liabilities or a change in tax rate
  is recognized I income in the period that includes the enactment date. Deferred
  tax assets are reduced to estimated amounts to be realized by the use of a valuation
  allowance. 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.

Effective February 1, 2008, the Company adopted certain provisions
  under ASC Topic 740, Income Taxes, (ASC 740), which provide interpretative
  guidance for the financial statement recognition and measurement of a tax position
  taken or expected to be taken in a tax return. Effective with the Companys
  adoption of these provisions, interest related to the unrecognized tax benefits
  is recognized in the financial statements as a component of income taxes. The
  adoption of ASC 740 did not have an impact on the Companys financial position
  and results of operations.

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, 2010, the Company does not believe it has any uncertain tax positions that
  would result in the Company having a liabili9ty to the taxing authorities. The
  Companys tax returns are subject to examination by the federal and state
  tax authorities for the years ended 2009 through 2010.

Basic and Diluted Net Loss per Common Share

Basic net loss per share is computed by dividing the net loss
  attributable to the common stockholders by the weighted average number of shares
  of common stock outstanding during the reporting period. Diluted net income
  per common share includes the dilution that could occur upon the exercise of
  options and warrants to acquire common stock, computed using the treasury stock
  method which assumes that the increase in the number of shares is reduced by
  the number of shares that the Company could have repurchased with the proceeds
  from the exercise of options and warrants (which are assumed to have been made
  at the average market price of the common shares during the reporting period).

F-12

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

On February 1, 2009, we adopted changes issued by the FASB to
  the calculation of earnings per share. These changes state that unvested share-based
  payment awards that contain nonforfeitable rights to dividends or dividend equivalents
  (whether paid or unpaid) are participating securities and shall be included
  in the computation of earnings per share pursuant to the two-class method for
  all periods presented. The adoption of this change had not impact on our basic
  or diluted net loss per share because we have never issued any share-based awards
  that contain nonforfeitable rights.

Potential shares of common stock are excluded from the diluted
  loss per share computation in net loss periods as their inclusion would be anti-dilutive.

At January 31, 2010 and 2009, the Company had 43,921,754 and
  32,590,553, shares of common stock issued and outstanding, respectively, 9,458,443
  and 4,960,637 warrants outstanding, respectively and 4,393,334 and 1,833,334
  options outstanding, respectively and no convertible debt outstanding.

Comprehensive Loss

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

Stock-Based Compensation

The Company has a stock-based compensation plan which is described
  more fully in Note 8. The Company measures the compensation cost of stock options
  and other stock-based awards to employees and directors at fair value at the
  grant date and recognizes compensation expense over the requisite service period
  for awards expected to vest.

Except for transactions with employees and directors, all transactions
  in which goods or services are the consideration received for the issuance of
  equity instruments are accounted for based on the fair value of the consideration
  received or the fair value of the equity instruments issued, whichever is more
  reliably measurable. Additionally, the Company has determined that the dates
  used to value the transaction are either:

(1) The date at which a commitment for performance by the counter
  party to earn the equity instruments is established; or

(2) The date at which the counter partys performance is
  complete.

New accounting standards adopted during the year ended January
  31, 2010 were:

On February 1, 2008, we adopted certain provisions of ASC topic
  820 on fair value measurements. ASC 820 defines fair value, establishes a framework
  for measuring fair value in GAAP, and expands disclosures about fair value measurements.
  ASC 820 applies when another portion of the codification requires or permits
  assets or liabilities to be measured at fair value. Accordingly, ASC 820 does
  not require any new fair value measurements. On February 1, 2009, we adopted
  the remaining provisions of ASC 820 as it relates to nonfinancial assets and
  liabilities that are not recognized or disclosed at fair value on a recurring
  basis. The adoption of the changes to ASC 820 did not have an impact on our
  consolidated financial statements. See Note 11 for disclosures about the fair
  value of our financial instruments.

F-13

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

On February 1, 2009, we adopted changes issued by the FASB to
  the fair value option for financial assets and liabilities. These changes permit
  measurement of certain financial assets and financial liabilities at fair value.
  If the fair value option is elected, the unrealized gains and losses are reported
  in earnings at each reporting date. Generally, the fair value option may be
  elected on an instrument-by-instrument basis, as long as it is applied to the
  instrument in its entirety. The fair value option election is irrevocable, unless
  a new election date occurs. The adoption of these changes had no material impact
  on our consolidated financial statements, as we did not elect the fair value
  option for any of our consolidated financial assets or liabilities.

On February 1, 2009, we adopted the changes issued by FASB ASC
  topic 805 for business combinations. These changes require an acquirer to recognize
  the assets acquired, the liabilities assumed, and any non-controlling interest
  in the acquiree at the acquisition date, measured at their fair values as of
  that date, with limited exceptions. This statement also requires the acquirer
  in a business combination achieved in stages to recognize the identifiable assets
  and liabilities, as well as the non-controlling interest in the acquiree, at
  the full amounts of their fair values. ASC 805 makes various other amendments
  to authoritative literature intended to provide additional guidance or to confirm
  the guidance in that literature to that provided in this statement. Our adoption
  of the changes to ASC 805 had no impact on our consolidated financial statements.
  However, we expect the changes to ASC 805 will have an impact on our accounting
  for future business combinations, but the effect is dependent upon making acquisitions
  in the future.

On February 1, 2009, we adopted the changes issued by FASB ASC
  topic 810-10 for noncontrolling interests in consolidated financial statements.
  ASC 810-10 states that accounting and reporting for minority interests are to
  be recharacterized as noncontrolling interests and classified as a component
  of equity. The calculation of earnings per share continues to be based on income
  amounts attributable to the parent. ASC 810-10 applies to all entities that
  prepare consolidated financial statements, except not-for-profit organizations,
  but affects only those entities that have an outstanding noncontrolling interest
  in one or more subsidiaries or that deconsolidate a subsidiary. Our adoption
  of the changes to ASC 810-10 had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by FASB ASC
  topic 815-10-50 for disclosures about derivative instruments and hedging activities.
  ASC 815-10-50 changes the disclosure requirements for derivative instruments
  and hedging activities. Entities are required to provide enhanced disclosures
  about (a) how and why an entity uses derivative instruments, (b) how derivative
  instruments and related hedged items are accounted for, and (c) how derivative
  instruments and related hedged items affect an entitys financial position,
  financial performance, and cash flows. Our adoption of the changes to ASC 815-10-50
  did not have an impact on our current or comparative consolidated financial
  statements.

On February 1, 2009, we adopted changes issued by the FASB to
  accounting for intangible assets. These changes amend the factors that should
  be considered in developing renewal or extension assumptions used to determine
  the useful life of a recognized intangible asset in order to improve the consistency
  between the useful life of a recognized intangible asset outside of a business
  combination and the period of expected cash flows used to measure the fair value
  of an intangible asset in a business combination. The adoption of these changes
  had no impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
  to the hierarchy of generally accepted accounting principles. These changes
  identify the sources of accounting principles and the framework for selecting
  the principles used in the preparation of financial statements of nongovernmental
  entities that are presented in conformity with GAAP. Adoption of these changes
  had no impact on our consolidated financial statements.

F-14

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

On February 1, 2009, we adopted the changes issued by the FASB
  on accounting for convertible debt instruments that may be settled in cash upon
  conversion (including partial cash settlement). These changes specify that issuers
  of such instruments should separately account for the liability and equity components
  in a manner that will reflect the entitys nonconvertible debt borrowing
  rate when interest cost is recognized in subsequent periods. The adoption of
  these changes had no impact on our consolidated results of operations or financial
  position.

On February 1, 2009, we adopted the changes issued by the FASB
  to whether an instrument (or embedded feature) is indexed to an entitys
  own stock. These changes provide a new two-step model to be applied in determining
  whether a financial instrument or an embedded feature is indexed to an issuers
  own stock and thus able to qualify for scope exception. The adoption of these
  changes did not have an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
  to determine whether instruments granted in share-based payment transactions
  are participating securities. These changes address the question of whether
  instruments granted in share-based payment transactions are participating securities
  prior to vesting. This guidance indicates that unvested share-based payment
  awards that contain rights to dividend payments should be included in earnings
  per share calculations. The adoption of these changes had no impact on our consolidated
  results of operations or financial position.

On February 1, 2009, we adopted the changes issued by the FASB
  to equity method investment accounting considerations. These changes clarify
  the accounting for certain transactions and impairment considerations involving
  equity method investments. The intent of these changes is to provide guidance
  on (i) determining the initial carrying value of an equity method investment,
  (ii) performing an impairment assessment of an underlying indefinite-lived intangible
  asset of an equity method investment, (iii) accounting for an equity method
  investees issuance of shares, and (iv) accounting for a change in an investment
  from the equity method to the cost method. The adoption of these changes had
  no impact on our current or prior consolidated financial position or results
  of operations.

On February 1, 2009, we adopted the changes issued by the FASB
  to disclosures by public entities (enterprises) about transfers of financial
  assets and interest in variable interest entities. These changes require additional
  disclosure about transfers of financial assets and an enterprises involvement
  with variable interest entities. The adoption of these changes did not have
  an impact on our consolidated financial statements.

On February 1, 2009, we adopted the changes issued by the FASB
  to employers disclosures about pensions and other postretirement benefits.
  These changes require enhanced disclosures about the plans for assets of a Companys
  defined benefit pension and other postretirement plans. The enhanced disclosures
  are intended to provide users of financial statements with a greater understanding
  of: (1) how investment allocation decisions are made, including the factors
  that are pertinent to an understanding of investment policies and strategies;
  (2) the major categories of plan assets; (3) the inputs and valuation techniques
  used to measure the fair value of plan assets; (4) the effect of fair value
  measurements using significant unobservable inputs (Level 3) on changes in plan
  assets for the period; and (5) significant concentrations of risk within plan
  assets. The adoption of these changes did not have an impact on our consolidated
  financial statements.

F-15

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

On July 31, 2009, we adopted the changes issued by FASB ASC topic
  855 to subsequent events. ASC 855 establishes authoritative accounting and disclosure
  guidance for recognized and non-recognized subsequent events that occur after
  the balance sheet date but before financial statements are issued. ASC 855 also
  requires disclosure of the date through which an entity has evaluated subsequent
  events and the basis for that date. The adoption of the changes to ASC 855 had
  no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by FASB ASC topic
  825 on determining fair value when the volume and level of activity for the
  asset or liability have significantly decreased and identifying transactions
  that are not orderly. ASC 825 provides additional guidance for estimating fair
  value when the volume and level of activity for the asset or liability have
  significantly decreased and includes guidance for identifying circumstances
  that indicate a transaction is not orderly. This guidance is necessary to maintain
  the overall objective of fair value measurements, which is that fair value is
  the price that would be received to sell an asset or paid to transfer a liability
  in an orderly transaction between market participants at the measurement date
  under current market conditions. The adoption of the changes to ASC 825 had
  no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB to
  recognition and presentation of other-than-temporary impairments. These changes
  amend existing other-than-temporary impairment guidance for debt securities
  to make the guidance more operational and to improve the presentation and disclosure
  of other-than-temporary impairments on debt and equity securities. The adoption
  of these changes had no impact on our consolidated financial statements.

On July 31, 2009, we adopted the changes issued by the FASB for
  interim disclosures about fair value of financial instruments. These changes
  require a publicly traded company to include disclosures about the fair value
  of its financial instruments whenever it issues summarized financial information
  for interim 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. Other than the required disclosures,
  the adoption of these changes had no impact on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (ASU)
  2009-05 for changes to measuring liabilities at fair value. These changes clarify
  existing guidance that in circumstances in which a quoted price in an active
  market for the identical liability is not available, an entity is required to
  measure fair value using either a valuation technique that uses a quoted price
  of either a similar liability or a quoted price of an identical or similar liability
  when traded as an asset, or another valuation technique that is consistent with
  the principles of fair value measurements, such as an income approach (e.g.,
  present value technique). This guidance also states that both a quoted price
  in an active market for the identical liability and a quoted price for the identical
  liability when traded as an asset in an active market when no adjustments to
  the quoted price of the asset are required are Level 1 fair value measurements.
  These changes were effective for us on November 1, 2009. The adoption of these
  changes did not have an impact on our consolidated financial statements.

F-16

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
  continued

New accounting standards to be adopted are as follows:

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

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

In October 2009, the FASB issued ASU 2009-13 for changes to revenue
  recognition for multiple-deliverable arrangements which amends ASC topic 604,
  revenue recognition. These changes require separation of consideration received
  in such arrangements by establishing a selling price hierarchy (not the same
  as fair value) for determining the selling price of a deliverable, which will
  be based on available information in the following order: vendor-specific objective
  evidence, third-party evidence, or estimated selling price; eliminate the residual
  method of allocation and require that the consideration be allocated at the
  inception of the arrangement to all deliverables using the relative selling
  price method, which allocates any discount in the arrangement to each deliverable
  on the basis of each deliverables selling price; require that a vendor
  determine its best estimate of selling price in a manner that is consistent
  with that used to determine the price to sell the deliverable on a standalone
  basis; and expand the disclosures related to multiple-deliverable revenue arrangements.
  These changes become effective for us on February 1, 2011. We do not anticipate
  the adoption of these changes will not have an impact on our consolidated financial
  statements, as we do not currently have any revenue or such arrangements with
  customers.

NOTE 3  GOING CONCERN

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

F-17

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 3  GOING CONCERN, continued

production costs. Based upon its current plans, the Company expects
  to incur operating losses in future periods. The Company plans to mitigate these
  operating losses through controlling its operating costs. The Company plans
  to obtain sufficient working capital through additional debt or equity financing
  and private loans. At January 31, 2010, the Company had accumulated losses of
  $17,078,930 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.

NOTE 4  EQUIPMENT

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


January 31, 2009Accumulated
      
      
      Net BookCost
      
      
      Depreciation
      
      
      ValueEquipment
      $
      24,357
      
      $
      4,093
      
      $
      20,264Furniture and fixtures
      
      8,839
      
      
      1,692
      
      
      7,147Computer equipment
      
      14,923
      
      
      5,489
      
      
      9,434$
      48,119
      
      $
      11,274
      
      $
      36,845


NOTE 5  MINERAL PROPERTY INTERESTS

| | a) | Pinguino Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | Pursuant to the terms of a mineral property option agreement,
        dated February 24, 2004, between the Company and an affiliate of an ex-director,
        the Company agreed to purchase an option to purchase a 100% interest in
        a mineral property located in the Santa Cruz Province of the Republic
        of Argentina, known as the Pinguino Property.                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | To acquire the property the Company made the following
        payments: CDN$50,000 on or before July 1, 2004 (paid); CDN$75,000 on or
        before July 1, 2005 (paid); CDN$100,000 on or before July 1, 2006 (paid);
        CDN$100,000 on or before July 1, 2007 (paid); and 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 $935,191 (CDN$1,000,000) or all of the royalty for $1,870,382 (CDN$2,000,000).

F-18

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| |     | The agreement also provides for
        an area of interestsuch that, in the event that the optionor records
        any property claims within five (5) kilometers of the boundaries of the
        property, such claims will become subject to the mineral property option
        agreement.                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | Condor Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Pursuant to the terms of a mineral
        property acquisition agreement, dated February 20, 2004, between the Company
        and an affiliate of an ex-director, the Company paid CDN$10,000 to acquire
        a 100% interest in certain mineral claims located in the Santa Cruz Province
        of the Republic of Argentina, known as the Condor Property,subject
        to a 2% net smelter return royalty in favor of an ex-director.                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | The Company has the right to
        repurchase either one-half of the royalty for $935,191 (CDN$1,000,000)
        or all of the royalty for $1,870,382 (CDN$2,000,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | c)  | Santa Cruz and Rio Negro Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | Pursuant to the terms of a Mineral
        Property Acquisition Agreement, dated February 24, 2004, between the Company
        and an affiliate of an ex-director of the Company, the Company acquired
        mineral claims located in the Santa Cruz Province of the Republic of Argentina,
        then known as the Dyakowski 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). These shares were issued and were
        subject to an Escrow Agreement dated March 2, 2004.                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On June 30, 2005, we entered
        into an amending agreement whereby we amended the Mineral Property Acquisition
        the Escrow Agreement. This amending agreement was restated August 8, 2005
        whereby we agreed to release the 2,499,999 shares of our common stock
        that were being held in escrow. Of the 2,499,999 released shares, 2,374,999
        of these shares were released to us for cancellation, and 125,000 of these
        shares were released to an ex-director for the transfer of the mineral
        claims to us.                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | In addition, pursuant to the
        terms of a Share Purchase Agreement, dated February 24, 2004, between
        the Company and an affiliate of an ex-director of the Company, the Company
        acquired a 100% interest in SCRN Properties Ltd. (SCRN), a Delaware corporation,
        the sole asset of which consisted of mineral claims located in the Rio
        Negro Province of the Republic of Argentina, known as the SCRN Property,
        for total consideration of 833,333 common shares of the Company (subsequently
        increased, as a result of a stock dividend, to 2,499,999). The shares
        have been issued and are subject to an Escrow Agreement dated March 2,
        2004.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On June 30, 2005, we entered
        into an amending agreement whereby we amended the Share Purchase Agreement.
        This amending agreement was restated August 8, 2005 whereby we agreed
        to release the 2,499,999 shares of our common stock that were being held
        in escrow. Of the 2,499,999 shares released, 2,374,999 of these shares
        were released to us for cancellation, and 125,000 of these shares were
        released to an ex-director for the transfer of the mineral claims to us.                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | 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-19

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 5  MINERAL PROPERTY INTERESTS, continued

| | d) | Storm Cat Property                                                                                                                                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                           
| |    | Pursuant to the terms of a mineral property acquisition
        agreement, dated February 20, 2004, between the Company and an affiliate
        of an ex-director, the Company paid $10,000 to acquire a 100% interest
        in mineral claims located in the Santa Cruz and Rio Negro Provinces of
        the Republic of Argentina, known as the Storm Cat Property.
| |    |                                                                                                                                                                                                                                                                                                                                                                           
| |    | Subsequent to acquisition of these properties, the Company
        has accounted for expenditures by province.                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                           
| | 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.                                                                                                                                                                                                                                                                                                 

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

The
      
      
      The
      
      
      DecemberYear
      
      
      Year
      
      
      21, 2001Ended
      
      
      Ended
      
      
      (Inception) toJanuary 31,
      
      
      January 31,
      
      
      January 31,2010
      
      
      2009
      
      
      2010Pinguino Project:Claim maintenance
      $
      8,413
      
      $
      128,756
      
      $
      18,388Assaying, testing and analysis
      
      168,505
      
      
      187,197
      
      
      567,952Camp and field supplies
      
      260,175
      
      
      528,072
      
      
      1,634,545Drilling
      
      264,996
      
      
      2,099,618
      
      
      4,168,417Geological and geophysical
      
      140,354
      
      
      150,857
      
      
      814,087Travel and accommodation
      
      32,057
      
      
      25,134
      
      
      127,955874,500
      
      
      3,119,634
      
      
      7,331,344Condor Project:Claim maintenance
      
      -
      
      
      -
      
      
      7,528Camp and field supplies
      
      -
      
      
      -
      
      
      198Geological and geophysical
      
      -
      
      
      -
      
      
      4,185-
      
      
      -
      
      
      11,911Santa Cruz Properties:Claim maintenance
      
      3,819
      
      
      901
      
      
      21,8513,819
      
      
      -
      
      
      21,851


F-20

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 5  MINERAL PROPERTY INTERESTS, continued

Rio Negro Properties:Claim maintenance
      
      7,108
      
      
      -
      
      
      7,108Camp and field supplies
      
      -
      
      
      -
      
      
      51,836Geological and geophysical
      
      212
      
      
      2,962
      
      
      39,621Travel and accommodation
      
      -
      
      
      -
      
      
      9,6147,320
      
      
      -
      
      
      108,391Other:
      
      -
      
      
      -
      
      
      31,405$
      885,639
      
      $
      3,123,497
      
      $
      7,504,902


NOTE 6  PROMISSORY NOTE

On November 16, 2009, the Company paid-off the promissory note
  in the amount of $150,000 plus accrued interest of $13,052.

January 31,
      January 31,Date Issued
      Maturity
      Interest Rate
      2010
      2009October 15, 2008
      October 15, 2009
      8%
      $ -
      $150,000


NOTE 7  CONVERTIBLE DEBENTURES

On January 14, 2009, the Company sold three non-interest bearing
  convertible debentures, each in the face amount of $50,000 for aggregate gross
  proceeds of $150,000. During the year ended January 10, 2010 these debentures
  were converted to units during the year ended January 31, 2010. (Note 8)

The convertible debentures are unsecured and consist of the following:

January 31,
      
      
      January 31,2010
      
      
      2009Face value
      $
      -
      
      $
      150,000Less debt discount
      
      -
      
      
      (49,985
      )Debt component
      
      -
      
      
      100,015Accretion
      
      -
      
      
      667$
      -
      
      $
      100,682


NOTE 8  CAPITAL STOCK

Stock Transactions

In June 2005, 675 non-voting Series A convertible preferred shares
  were converted into 750,000 common shares.

F-21

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued Stock Transactions,
  continued

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 the right 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.

On October 2, 2006, the Company completed a private placement
  and issued 105,000 units for gross proceeds of $105,000. 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 $1.75 per share
  on or before October 2, 2008.

On October 6, 2006, the Company completed a private placement
  and issued 145,000 units for gross proceeds of $145,000. 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 $1.75 per share
  on or before October 6, 2008. In the case of each private placement, each whole
  warrant will entitle 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 expenses of $17,432
  in the form of finders fees for net proceeds of $282,547 for both October
  2006 private placements.

On November 20, 2006, the Company completed a private placement
  and issued 348,400 units for gross proceeds of $348,400. 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 $1.75 per share
  on or before November 20, 2008. In the case of each private placement, each
  whole warrant will entitle 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.

On November 28, 2006, the Company completed a private placement
  and issued 500,000 units for gross proceeds of $500,000. 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 $1.75 per share
  on or before November 28, 2008. In the case of each private placement, each
  whole warrant will entitle 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

F-22

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued Stock Transactions,
  continued

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 expenses of $42,750
  in the form of finders fees for net proceeds of $427,250 for both November
  2006 private placements.

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

On December 13, 2006, the Company completed a private placement
  and issued 28,000 units for gross proceeds of $28,000. 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 $1.75 per share
  on or before December 13, 2008. In the case of each private placement, each
  whole warrant will entitle 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.

On January 18, 2007, the Company completed a private placement
  and issued 408,100 units for gross proceeds of $408,100. 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 $1.75 per share
  on or before January 18, 2009. In the case of each private placement, each whole
  warrant will entitle 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.

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
  entitles 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.

During the quarter ended April 30, 2007, the Company issued 666,666
  common shares for proceeds of $214,667 on the exercise of stock options.

On May 31, 2007, the Company issued 982,420 common shares on
  the conversion $250,000 of a promissory note and accrued interest of $44,726.

On May 31, 2007, the Company issued 1,369,178 common shares on
  the conversion $500,000 of a promissory note and accrued interest of $47,671.

On May 31, 2007, the Company issued 1,369,178 common shares on
  the conversion $500,000 of a promissory note and accrued interest of $47,671.

F-23

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Transactions, continued

During the quarter ended July 31, 2007, the Company issued 666,667
  common shares for proceeds of $266,667 on the exercise of warrants.

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
  is exercisable into one common share at a price of $1.50 per warrant share until
  July 4, 2009. This finders fee was paid for services rendered by the finder,
  a registered broker-dealer, for services rendered in connection with a private
  placement with a qualified institutional buyer that the Company completed on
  July 4, 2007.

On March 20, 2008, the Company completed a brokered private placement
  and issued 2,116,000 units for gross proceeds of $2,645,000. 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 a cash commission
  of $185,180 to an agent for services rendered in the transaction. The agent
  applied $92,500 of this cash commission towards the purchase of an additional
  74,000 units (issued for the same unit price and on the same terms as the units
  issued in the brokered private placement).

On March 20, 2008, the Company issued an aggregate of 190,440
  agents warrants to the agent and a co-operating broker as a commission
  for the proceeds raised by the agent and the co-operating broker in the brokered
  private placement. Each agents warrant entitles 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 $62,327 and recorded as a cost of capital.
  The assumptions used in the Black Scholes model were: risk free interest rate
   2.6%; expected life of the warrants  1.5 years; annualized volatility
   44%; and dividend rate  0%.

On March 20, 2008, the Company completed a private placement
  and issued 80,000 units for gross proceeds of $100,000. 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 a finders
  fee of $5,000 in cash to a finder.

On March 25, 2008, the Company completed a brokered private placement
  and issued 884,000 units for gross proceeds of $1,105,000. 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 also paid a cash
  commission of $77,350 to an agent for services rendered in the closing of the
  private placement.

On March 25, 2008, the Company issued an aggregate of 79,560
  agents warrants to the agent and a co-operating broker as a commission
  for the proceeds raised by the agent and the co-operating broker in the brokered
  private placement. Each agents warrant entitles 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 $25,607 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  1.5 years; annualized volatility
   63%; and dividend rate  0%.

F-24

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(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 entitle 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 US$112,500. Each unit consists of one common share and one
  non-transferable common share purchase warrant. Each of the share purchase warrants
  entitles the holder to purchase one additional common share of our company at
  an exercise price of $0.15 until they expire on January 15, 2011.

During the quarter ended March 31, 2009, the Company issued 200,000
  shares of common stock for proceeds of $50,000 on the exercise of stock options.
  (Note 9).

On April 24, 2009, the Company completed a private placement
  and issued 1,478,334 units for gross proceeds of $443,500. 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 expiring on April 24, 2011.

On May 22, 2009, the Company completed a private placement and
  issued 434,782 units for gross proceeds of $150,000. 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 expiring on May 22, 2011.

On May 28, 2009, the Company issued 500,000 units on 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.

On June 5, 2009, the Company issued 300,000 shares of common
  stock for proceeds of $45,000 on the exercise of warrants. (Note 9).

On June 18, 2009, the Company completed a private placement and
  issued 455,000 units for gross proceeds of $250,250. 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 July 13, 2009, the Company completed a private placement and
  issued 727,272 units for gross proceeds of $400,000. 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 July 13, 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 October 13, 2009, the Company issued 50,000 shares of common
  stock to a director for proceeds of $7,500 on the exercise of warrants. (Note
  9).

F-25

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Transactions, continued

On November 3, 2009, the Company issued 150,000 shares of common
  stock to an officer for proceeds of $67,500 on the exercise of warrants. (Note
  9).

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

On November 27, 2009 we 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 consists 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$0.84) 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$1.17) 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, we 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 entitles 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%.

Share purchase warrants

Share purchase warrant transactions are summarized as follows:

WeightedNumber of
      
      
      AverageShares
      
      
      Exercise PriceBalance at January 31, 2008
      
      2,730,887
      
      $
      1.50Issued
      
      2,997,000
      
      
      1.03Exercised
      
      (767,250
      )
      
      1.75Balance 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
      
      $
      0.61


F-26

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Share purchase warrants, continued

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

Number of
      
      Exerciseshares
      
      Price
      Expiry Date357,648
      
      $ 0.68 (CDN$0.72)
      November 27, 2010775,000
      
      $ 0.15
      January 15, 20111,328,334
      
      $ 0.45
      April 24, 2011434,782
      
      $ 0.45
      May 22, 2011500,000
      
      $ 0.15
      May 28, 2011455,000
      
      $ 0.65
      June 18, 2011727,272
      
      $ 0.65
      July 13, 20111,000,000
      
      $ 0.15
      November 12, 20112,980,407
      
      $ 0.85 (CDN$0.90)
      November 27, 2011900,000
      
      $ 1.25
      April 11, 20129,458,443


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, we granted 1,385,000 stock options. Of
  these stock options a total of 1,150,000 of 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, we 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 9).

F-27

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, 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 option 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 Companies 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 Companies
  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 9).

Stock option transactions are summarized as follows:

WeightedNumber of
      
      
      AverageShares
      
      
      Exercise PriceBalance at January 31, 2008
      
      1,723,334
      
      $
      0.52Granted
      
      150,000
      
      
      0.35Cancelled
      
      (40,000
      )
      
      0.44Balance 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
      
      $
      0.56


The weighted average fair value per stock option granted during
  the year ended January 31, 2010, was $0.36 (2009 - $0.24) .

F-28

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

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

Number
        of
      
      Exerciseshares
      
      Price
      Expiry Date75,000
      
      $ 0.62
      March 10, 201050,000
      
      $ 0.25
      June 26, 2010400,000
      
      $ 0.49
      February 7, 2011200,000
      
      $ 0.58
      February 9, 2011150,000
      
      $ 1.35
      May 11, 20111,000,000
      
      $ 0.60
      July 14, 2012100,000
      
      $ 0.675
      September 1, 2012100,000
      
      $ 1.13
      November 13, 2012233,334
      
      $ 0.25
      March 26, 2013150,000
      
      $ 0.35
      October 28, 20131,385,000
      
      $ 0.37
      February 10, 2014550,000
      
      $0.855
      January 19, 20154,393,334


The fair value of stock options granted during the year ended
  January 31, 2010 was $1,083,289 (2009 - $29,234) which is being recognized over
  the options vesting periods. At January 31, 2010, 2,993,334 (2009  1,778,334)
  stock options were exercisable.

Total stock-based compensation recognized during the year ended
  January 31, 2010 was $566,923 (2009 - $147,133). 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, 2010
      
      
      31, 2009Consulting fees
      $
      512,411
      
      $
      147,133Investor relations
      
      54,512
      
      
      -$
      566,923
      
      $
      147,133


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

Year
      
      
      YearEnded January
      
      
      **Ended January**31, 2010
      
      
      31, 2009Risk-free interest rate
      
      1.23%
      
      
      1.78%Expected life of options
      
      4.28 years
      
      
      5 yearsAnnualized volatility
      
      93%
      
      
      86%Dividend rate
      
      0%
      
      
      0%


F-29

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 8  CAPITAL STOCK, continued

Stock Options, continued

As at January 31, 2010, the aggregate intrinsic value (AIV) of
  all outstanding, vested stock options was $913,217 and the AIV of options exercised
  during the year ended January 31, 2010 was $58,850.

See Notes 9 and 14.

NOTE 9 - RELATED PARTY TRANSACTIONS

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, 2010,
  the Company paid consulting fees of $16,209 (2009 - $31,645) relating to this
  management agreement. This contract was cancelled on August 15, 2009.

During the year ended January 31, 2010, the Company paid consulting
  fees of $25,329 (2009 - $Nil) to an officer of the Company.

At January 31, 2010 and 2009 the Company was indebted to a director
  in the amount of $1,109 (2009 - $Nil).

On August 1, 2009, we entered into a two year consulting agreement
  with our president and Frontera Geological Services Ltd., (Frontera) a company
  wholly-owned by our President whereby we agreed to pay a consulting fee for
  services ordinarily provided by a Chief Executive Officer of $11,690 (CDN$12,500)
  per month and agreed to issue to this director options to purchase 100,000 shares
  of our common stock with a three year term and an exercise price equal to the
  closing price, last sale of the day, on the OTC Bulletin Board on the date the
  options are granted. Under the terms of the agreement, if during the period
  from August 1, 2009 to August 1, 2010 (a) the Company receives gross proceeds
  from the sale of equity of $6,000,000 or more or $4,500,000 or more, if the
  average price of the equity sold is equal to or greater than $1 per share, an
  incentive bonus is to be paid to this director based on the closing price of
  the Companys common stock in the period the financing takes place, times
  250,000 (b) the Company receives gross proceeds from the sale of shares of common
  stock or warrants of $4,500,000 or more, if the average price of the equity
  sold is equal or greater than $1.50 per share, an additional incentive bonus
  is to be paid to this director based on the closing price of the Companys
  common stock in the period the financing takes place, times 150,000, (c) a resource
  estimate and a complete and positive scoping study is completed on the Companys
  Pinguino property, a cash incentive bonus is to be paid to this director based
  on the closing price of the Companys common stock on the date the scoping
  study is completed, times 150,000 or (d) the average price for the Companys
  common stock equals or exceeds $3 for 20 consecutive trading days, an additional
  incentive bonus is to be paid to this director based on the closing price of
  the Companys stock at the end of 20 consecutive days of trading times,
  250,000. (Note 12)

During the year ended January 31, 2010 the Company paid or accrued
  consulting fees of $122,394 (2009 - $115,908) and recorded stock based compensation
  of $Nil (2008 - $Nil) relating to this consulting agreement and a predecessor
  agreement.

F-30

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 9 - RELATED PARTY TRANSACTIONS, continued

On July 14, 2009, we entered into a one year consulting agreement
  with an officer and a company controlled by this officer whereby we agreed to
  pay a consulting fee for services consistent with those ordinarily provided
  by an Executive Vice President of Corporate Development of $11,690 (CDN$12,500)
  per month and agreed to issue to this officer options to purchase 1,000,000
  shares of our common stock at an exercise price of $0.60 per share for three
  years. Under the terms of the agreement, if during the period from July 14,
  2009 to July 14, 2010 (a) the Company receives gross proceeds from the sale
  of equity of $6,000,000 or more or $4,500,000 or more if the average price of
  the equity sold is equal to or greater than $1 per share, an incentive bonus
  is to be paid to this officer based on the closing price of the Companys
  stock in the period the financing takes place, times 250,000 (b) the Company
  receives gross proceeds from the sale of shares of our common stock or warrants
  for $4,500,000 or more if the average price of the equity sold is equal or greater
  than $1.50 per share, an additional incentive bonus is to be paid to this officer
  based on the closing price of the Companys stock in the period the financing
  takes place, times 150,000, or (c) the average price for the Companys
  common stock equals or exceeds $3 for 20 consecutive trading days an additional
  incentive bonus is to be paid to this officer, based on the closing price of
  the Companys stock at the end of 20 consecutive days of trading, times
  250,000. (Notes 8 and 12)

During the year ended January 31, 2010 the Company paid consulting
  fees of $78,580 to this company. At January 31, 2010 the Company was indebted
  to this Company in the amount of $35,211. On July 14, 2009, we granted 1,000,000
  stock options to an officer in accordance with the terms of the above consulting
  agreement. (Note 8)

On February 10, 2009, we granted a total of 1,150,000 stock options
  to three directors. (Note 8)

On September 2, 2009, we granted 100,000 stock options to a director
  in consideration for services rendered. (Note 8)

On January 19, 2010, we granted a total of 300,000 stock options
  to two directors and 150,000 stock options to an officer. (Note 8)

On March 29 and April 7, 2009, a director exercised a total of
  200,000 stock options. (Note 8)

On June 5, 2009, a director exercised 300,000 stock purchase
  warrants. (Note 8)

On October 13, 2009, a director exercised 50,000 stock purchase
  warrants. (Note 8)

On November 3, 2009, an officer exercised 150,000 stock purchase
  warrants. (Note 8)

All related party transactions involving provision of services
  or transfer of tangible assets in the normal course of business were recorded
  at the exchange amount, which is the value established and agreed to by the
  related parties reflecting arms length consideration payable for similar services
  or transfers.

See Note 14.

F-31

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 10 - SEGMENTED INFORMATION

At January 31, 2010 and 2009, the Company and its subsidiary
  operated in one reportable segment, being the exploration for and the development
  of mining properties in Argentina. Identifiable assets, revenues and net loss
  in each geographic area are as follows:

January 31,
      
      
      January 31,2010
      
      
      2009Identifiable assetsCanada
      $
      3,191,348
      
      $
      120,576Argentina
      
      180,828
      
      
      44,515$
      3,372,176
      
      $
      165,091


Year
      
      
      YearEnded
      
      
      EndedJanuary 31,
      
      
      January 31,2010
      
      
      2009Loss for the yearCanada
      $
      1,628,987
      
      $
      1,188,179Argentina
      
      1,029,309
      
      
      3,339,656$
      2,658,296
      
      $
      4,527,835


NOTE 11  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 our financial instruments
  are as follows:

January 31, 2010
      
      
      January 31, 2009Carrying
      
      
      Fair
      
      
      Carrying
      
      
      FairLevel
      
      
      value
      
      
      value
      
      
      value
      
      
      valueCash and equivalents
      
      Level 1
      
      $
      3,209,786
      
      $
      3,209,786
      
      $
      108,560
      
      $
      108,560Receivables
      
      Level 2
      
      $
      497
      
      $
      497
      
      $
      3,679
      
      $
      3,679Accounts payable and accrued liabilities
      
      Level 2
      
      $
      405,622
      
      $
      405,622
      
      $
      115,648
      
      $
      115,648Promissory note
      
      Level 2
      
      $
      -
      
      $
      -
      
      $
      150,000
      
      $
      150,000Convertible debenture
      
      Level 2
      
      $
      -
      
      $
      -
      
      $
      100,682
      
      $
      100,682


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-32

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

NOTE 12  COMMITMENTS

Lease Commitments

On December 15, 2007, we entered into a sublease agreement for
  two years and eleven months at CDN$1,537 (US$1,427) per month until October
  31, 2010.

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

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

At January 31,
      2011
      2012Premises lease payments
      $41,137
      $9,400


Consulting Commitments

On July 14, 2009, we entered into a one year consulting agreement
  a company controlled by an officer whereby we agreed to pay a consulting fee
  of $11,690 (CDN$12,500) until July 13, 2010. (Note 9)

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 $11,690 (CDN$12,500) until July 31, 2011. (Note 9)

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

At January 31,
      2011
      2012Consulting fees
      $204,573
      $70,139


13. INCOME TAXES

Income tax expense has not been recognized for the years ended
  January 31, 2010 and 2009 and no taxes were payable at January 31, 2010 or 2009,
  because the Company has incurred losses since its inception.

The actual income tax benefit differs from the expected amounts
  calculated by applying the combined income tax rates applicable in each jurisdiction
  to the Companys loss before income taxes. The components of these differences
  are as follows:

Year
        ended
      
      
      Year
        endedJanuary 31, 2010
      
      
      January 31, 2009Corporate tax rate
      
      34%
      
      
      34%Expected income tax benefit
      $
      (904,000
      )
      $
      (1,539,000
      )Items not deductible for tax purposes
      
      261,000
      
      
      946,000Change in valuation allowance
      
      643,000
      
      
      593,000Income tax provision
      $
      -
      
      $
      -


F-33

---

|ARGENTEX MINING CORPORATION               
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|JANUARY 31, 2010                          
|(Stated in U.S. Dollars)                  

13. INCOME TAXES, continued

At January 31, 2010 and 2009, 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.

|                                                      |   | 2010       |   |   | 2009       |  
|----------------------------------------------------- | - | ---------- | - | - | ---------- | -
|Federal loss carryforwards (effective rate
      34%) | $ | 3,023,401  |   | $ | 2,380,221  |  
|Less: valuation allowance                             |   | (3,023,401 | ) |   | (2,380,221 | )
|                                                      |   |            |   |   |            |  
|                                                      | $ | -          |   | $ | -          |  

The Companys valuation allowance increased during 2010
  and 2009 by $643,180 and $550,290, respectively.

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

|                                 |   | 2010      |  |   | 2009      | 
|-------------------------------- | - | --------- |  | - | --------- | 
|Net operating loss carryforwards | $ | 8,892,356 |  | $ | 7,000,650 | 

The federal NOLs expire through January 31, 2030. The Companies
  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, 2010 and 2009
  the Company paid $302 and $775 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).

NOTE 14  SUBSEQUENT EVENTS

In accordance with ASC 855 management evaluated all activity
  of the Company through April 14, 2010 (the issue date of the financial statements)
  and concluded that no subsequent events have occurred that would require recognition
  in the consolidated financial Statements or disclosure in the consolidated notes
  to the financial statements.

Exercise of Stock Options

On February 3, 2010, we issued a total of 115,000 shares of our
  common stock to a director and two consultants for proceeds of $56,500 on the
  exercise of 115,000 stock options. (Notes 8 and 9)

Exercise of Warrants

On March 16, 2010, we issued a total of 450,000 shares of our
  common stock to a director for proceeds of $67,500 on the exercise of 450,000
  warrants. (Notes 8 and 9)

F-34

---

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, 2010, 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.

There have been no significant changes in our internal controls
over financial reporting that occurred during the fiscal year ended January 31,
2010 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

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

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

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of January 31, 2010 based on
the criteria set forth in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation.

In performing the assessment, management noted that, although
our audit committee is comprised of three independent directors, none of the
members is considered a financial expert. Our management believes that the lack
of a financial expert on our audit committee means that no member of our audit
committee has the financial expertise to review our financial statements for
potential errors and provide the necessary oversight over our managements
activities in the event of a management override of our internal control
policies. Our management

- 49 -

---

believes that this lack of a financial expert on our audit
committee raises a reasonable possibility that a material misstatement of our
annual or interim financial statements may not be timely prevented or detected
and that it should therefore be considered a material weakness in our internal
control over financial reporting. Because of this material weakness, our
management believes that as of January 31, 2009, our companys internal controls
over financial reporting were not effective. We do not currently have any plans
to replace any existing member of our board of directors or our audit committee,
nor do we have any current plans to add any additional directors or audit
committee members.

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

Changes In Internal Controls Over Financial Reporting

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

ITEM
9B.            OTHER
INFORMATION.

None.

- 50 -

---

PART III

ITEM
10.            DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As at April 14, 2010, 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,
        
        Secretary and Treasurer
      50
      February 11, 2004Colin Godwin
      Director
      70
      June 1, 2005Jenna Hardy
      Director
      57
      February 7, 2006Richard Thibault
      Director
      53
      February 9, 2006Patrick Downey
      Director
      50
      September 10, 2008Mark Vanry
      Executive Vice President of 
        Corporate Development
      41
      July 14, 2009Valerie Helsing
      Chief Financial Officer
      61
      July 15, 2009


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, Secretary and Treasurer

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.

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,

- 51 -

---

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.

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).

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.

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.

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 CAD$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.

- 52 -

---

Mark Vanry, Executive Vice President of Corporate
Development

Most recently, Mr. Vanry spent five years as Managing Director
and Head of Equity Sales for Canaccord Adams. Under his leadership, Canaccord
Adams became the number one investment dealer for distribution of Canadian
equity and equity-linked products to European Investors. Prior to that, he was
Vice President of US Equity Sales for Raymond James Ltd., also based in London.
In addition, Mr. Vanrys background includes work as Vice President of Equity
Sales for Goepel McDermid (now Raymond James Canada) and as an Associate in
Scotiabank Internationals Latin American banking group. Mr. Vanry has been a
director of Corex Gold Corporation (TSX-V:CGE) since March 24, 2010. He holds an
MBA from the Richard Ivey School of Business at the University of Western
Ontario and a BA from the University of British Columbia.

Valerie Helsing, Chief Financial Officer

Ms. Helsing is a Certified Public Accountant (California) and a
Certified Management Accountant (British Columbia) with over 20 years public
practice experience in Canada and the US. She has been Chief Financial Officer
and Corporate Secretary of Novadx Ventures Corp. since March 1, 2010. For nine
years - until May of 2009 - Ms. Helsing has been advising US and Canadian
companies on finance and regulatory matters. From 1997 until 2000, she was a
senior manager with the international accounting firm of BDO Seidman, LLP in Los
Angeles and from 1984 until 1997 she worked at BDO Dunwoody in Vancouver office
as a senior manager.

Ms. Helsing received her CPA designation in 2001, her CMA
designation in 1996 and holds a BA in economics and commerce from Simon Fraser
University (1979).

Significant Employees

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

Diego Guido
    Senior Technical Advisor
    36Orlando Rionda
    Legal Representative
    44


Diego Guido, Senior Technical Advisor

Dr. Guido supervises the geological aspects of data
compilation, interpretation and design of exploration programs for detail
mapping, reconnaissance exploration and drill targeting on a full time basis.

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

Orlando Rionda, Legal Representative

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

Mr. Rionda has completed various post-secondary courses in
hydrochemistry.

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Family Relationships

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

Involvement in Certain Legal Proceedings

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

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

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 SEC.

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;

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- 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).

Meetings and Committees of the Board of Directors

During the fiscal year ended January 31, 2010, our Board held
at least two meetings and each director attended all of the meetings of the
Board and the committees upon which such member served. It is our policy to
invite directors to attend the annual meeting of stockholders.

A majority of the directors required to establish a quorum were
present at all meetings either in person or by teleconference. The Board had
four (4) standing committees during the year: 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;

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- 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.

Having been formed in March 2006, our audit committee did not
meet during the year ended January 31, 2006. Our audit committee convened its
first meeting on April 26, 2007. Our audit committee conducted two meetings
during the year ended January 31, 2010.

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.

During the year ended January 31, 2010, our compensation
committee held two meetings.

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:

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- 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; and
- recommend director nominees to our board of directors for election at the
  annual meeting of stockholders;

During the year ended January 31, 2010, our nominating
committee held two meetings.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended January 31, 2010, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
      Number of LateReports
      Number ofTransactions NotReported on a TimelyBasis
      Failure to FileRequested FormsKenneth Hicks
    2(1)
    3(1)
    NilColin Godwin
    2(1)
    3(1)
    NilPatrick Downey
    2(1)
    6(1)
    NilJenna Hardy
    1(1)
    2(1)
    NilRichard Thibault
    2(1)
    3(1)
    NilValerie Helsing
    1(1)
    1(1)
    NilMark Vanry
    1(1)
    1(1)
    1(1)


|(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, 2010 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:

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SUMMARY COMPENSATION TABLEName and Principal
        Position
      Year
      Salary ($)
      Bonus ($)
      Stock Awards
        ($)
      Option Awards(4)
        ($)
      Non- Equity IncentivePlan Compensa-tion ($)
      Change in Pension Value
        and **Nonqualified** Deferred **Compensation**Earnings ($)
      All Other **Compensa** -tion ($)
      Total ($)Kenneth Hicks 
        Chairman of the 
        Board, President, 
        Secretary and 
        Treasurer
      2010 
        2009
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      243,391 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      122,394 
        115,908
      335,008 
        115,908Valerie Helsing(1)
        Chief Financial 
        Officer
      2010 
        2009
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      88,690 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      25,329 
        N/A
      42,821 
        N/AHamish Malkin(2)
        Former Chief 
        Financial Officer
      2010 
        2009
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      16,209 
        32,197
      16,209 
        32,197Mark Vanry(3)
        Executive Vice 
        President
      2010 
        2009
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      341,623 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      43,369 
        N/A
      145,856 
        N/A


|(1) | Valerie Helsing was appointed as our chief financial
      officer on July 15, 2009.                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Hamish Malkin resigned as our chief financial officer on
      July 15, 2009.                                                                                                                                                           
|(3) | Mark Vanry was appointed as our executive vice president
      of corporate development on July 14, 2009.                                                                                                                               
|(4) | The value of stock options equals the fair value at date
      of grant. the value is calculated in accordance with Financial Standards
      Board Accounting Standards Codification Topic 718, Compensation Stock
      Compensation.

Compensation Discussion and Analysis

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 (CAD$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 is currently entitled
to receive these common shares because the condition stated in subparagraph (a)
above was met, but these common shares have not yet been issued. 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,
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

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cash fee of CAD$12,500 (US$12,019); (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.

Under the consulting agreement, we will be required to pay an
incentive bonus to Mr. Hicks upon the occurrence of each of five milestones
referred to as (1) a financing event (there are two possible financing events),
(2) the superior financing event, (3) the technical event and (4) the trading
event.

A financing event will occur if, during the period beginning on
August 1, 2009 and expiring on August 1, 2010, (i) we receive gross proceeds
from the sale of equity equal to or greater than an aggregate of $6,000,000, or
(ii) we receive gross proceeds from the sale of equity equal to or greater than
an aggregate of $4,500,000 if the average price of the equity sold is equal to
or greater than $1.00 per share. Upon occurrence of either financing event, Mr.
Hicks will earn a cash incentive bonus equal to X multiplied by
Y, where X is equal to the closing price (last sale of the day
on the TSX Venture Exchange or the OTC Bulletin Board, whichever is then our
principal trading market) for one share of our common stock on the last day of
the period during which a financing event occurs and Y is 250,000. By
way of example, if at the time a financing event occurs the OTC Bulletin Board
is our principal trading market and the closing price for one of our common
shares on that day on the OTC Bulletin Board was $1.00, then the amount of the
incentive bonus payable upon the occurrence of that financing event would be
$250,000.

The superior financing event will occur if, during the period
beginning on August 1, 2009 and expiring on August 1, 2010, we are able to raise
$4,500,000 or more from the sale of shares of our common stock or warrants at an
average price of at least $1.50 per share. Upon the occurrence of the superior
financing event, Mr. Hicks will earn, in addition to any other cash incentive
bonus provided for upon the occurrence of any other milestone, a cash incentive
bonus equal to X multiplied by Y, where X is equal to
the closing price (last sale of the day on the TSX Venture Exchange or the OTC
Bulletin Board, whichever is then our principal trading market) for one share of
our common stock on the last day of the period during which a financing event
occurs and Y is 150,000. By way of example, if at the time the superior
financing event occurs the OTC Bulletin Board is our principal trading market
and the closing price for one of our common shares on that day on the OTC
Bulletin Board was $1.00, then the amount of the incentive bonus payable upon
the occurrence of the superior financing event would be $150,000.

The technical event will occur if, during the period beginning
on August 1, 2009 and expiring on August 1, 2010, both a resource estimate and a
complete and positive scoping study on our Pinguino property are completed. In
order to qualify, the positive scoping study must include recommendations for
how to proceed forward on the technical side of the development for mining
purposes of the Pinguino property. Upon the occurrence of the technical event,
Mr. Hicks will earn a cash incentive bonus equal to X multiplied by
Y, where X is equal to the closing price (last sale of the day
on the TSX Venture Exchange or the OTC Bulletin Board, whichever is then our
principal trading market) for one share of our common stock on the day the
technical event occurs and Y is 150,000. By way of example, if at the
time the technical event occurs the OTC Bulletin Board is our principal trading
market and the closing price for one of our common shares on that day on the OTC
Bulletin Board was $1.00, then the amount of the incentive bonus payable upon
the occurrence of the technical event would be $150,000.

The trading event will occur if, during the period beginning on
August 1, 2009 and expiring on August 1, 2010, the average price for our common
shares equals or exceeds $3.00 for 20 consecutive trading days. Upon the
occurrence of the trading event, Mr. Hicks will earn a cash incentive bonus
equal to X multiplied by Y, where X is equal to the
closing price (last sale of the day on the TSX Venture Exchange or the OTC
Bulletin Board, whichever is then our principal trading market) for one share of
our common stock on the last day of the period during which a trading event
occurs and Y is 250,000. By way of example, if at the time the trading
event occurs the OTC Bulletin Board is our principal trading market and the
closing price for one of our common shares on that day on the OTC Bulletin Board
was $1.00, then the amount of the incentive bonus payable upon the occurrence of
the trading event would be $250,000.

Mr. Hicks is required to deduct from the gross amount of any
incentive bonus an amount sufficient to satisfy his liability for any income tax
due in respect of the incentive bonus and he is required to apply the balance of
the

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amount of that incentive bonus to the purchase, in a private
placement at the market price prevailing on the date the incentive bonus is
earned, of shares of our common stock.

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 will vest March 2, 2010, the second of which will vest June 2,
2010, the third of which will vest September 2, 2010 and the fourth of which
will vest March 2, 2011.

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 (CAD$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.

Except with respect to the 187,500 of the 750,000 options
granted to Mr. Hicks on February 10, 2009 and the 100,000 options granted to Mr.
Hicks on September 2, 2009, all of the remaining options owned by Mr. Hick have
vested.

On June 5, 2009, Mr. Hicks exercised 300,000 warrants to
purchase shares of our common stock at an exercise price of $0.15 per share and,
accordingly, we issued 300,000 shares of our common stock to him for gross
proceeds of $45,000. On March 16, 2010, Mr. Hicks exercised 450,000 warrants to
purchase shares of our common stock at an exercise price of $0.15 per share and,
accordingly, we issued 450,000 shares of our common stock to him for gross
proceeds of $67,500.

In March of 2006, we entered into a written consulting
agreement with Hamish Malkin dated as of November 1, 2005. This written
agreement confirmed the terms of our oral agreement with Mr. Malkin dated on or
about November 1, 2005, whereby he agreed to act as our Chief Financial Officer
and we agreed to pay him a consulting fee of approximately $1,039 (CAD$1,200)
per month during the months of November and December of 2005 and a consulting
fee of approximately $2,500 (CAD$2,500) per month for each month during calendar
year 2006. In this agreement, we also agreed to grant to Mr. Malkin options to
purchase an aggregate of 200,000 shares of our common stock at an exercise price
of $0.25 per share. Although this written agreement had expired, Mr. Malkin
continued to act as our Chief Financial Officer (and our principal accounting
and financial officer) and we continued to pay Mr. Malkin a cash consulting fee
for those services until August 31, 2009. Mr. Malkin resigned as our Chief
Financial Officer effective July 15, 2009. As required by our written agreement
with him, on December 13, 2005,

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we issued options to purchase 200,000 shares of our common
stock to Mr. Malkin at an exercise price of $0.25 per share. As a result of his
resignation effective July 15, 2009, these options expired on September 30,
2009.

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 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. The grant is subject to the
execution of stock option agreements by Ms. Helsing and the terms of our 2007
stock option plan.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as
its full-time legal representative in Argentina. Mr. Rionda performs
administrative tasks on a full-time basis and looks after our local claims
management, accounting, field logistical support, legal administration, field
staffing and other matters in Argentina. 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. In addition to this compensation, on
September 30, 2009 we awarded Mr. Rionda a bonus of $26,731. On December 13,
2006, we awarded to Mr. Rionda an incentive bonus in the form of 15,000 shares
of our common stock and, on May 11, 2007, we awarded to Mr. Rionda an additional
incentive bonus in the form of 35,000 shares of our common stock. On July 5,
2005, we granted to Mr. Rionda 50,000 options to purchase shares of our common
stock at an exercise price of $0.50 per share expiring on June 26, 015. The
exercise price of these options was reduced to $0.25 on December 13, 2005 and
the expiry date was changed to June 26, 2013. On March 10, 2006, we granted to
Mr. Rionda 50,000 options to purchase shares of our common stock at an exercise
price of $0.62 per share. 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. On January 19, 2010, we granted stock options
to Orlando 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 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. The grant is subject to the
execution of stock option agreements by Mr. Rionda and the terms of our 2007
stock option plan.

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 including the duties and responsibilities set
out at schedule A to the consulting agreement and we agreed, among other things,
to (i) pay 0845557 B.C. Ltd. a monthly cash fee of CAD$12,500 (US$12,019); (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.

Under the consulting agreement, we will be required to pay an
incentive bonus to Mr. Vanry upon the occurrence of each of four milestones
referred to as (1) a financing event (there are two possible financing events),
(2) the superior financing event and (3) the trading event.

A financing event will occur if, during the period beginning on
July 14, 2009 and expiring on July 14, 2010, (i) we receive gross proceeds from
the sale of equity equal to or greater than an aggregate of $6,000,000, or (ii)
we receive gross proceeds from the sale of equity equal to or greater than an
aggregate of $4,500,000 if the average price of the equity sold is equal to or
greater than $1.00 per share. Upon occurrence of either financing event, Mr.
Vanry will earn a cash incentive bonus equal to X multiplied by
Y, where X is equal to the closing price (last sale of the day
on the TSX Venture Exchange or the OTC Bulletin Board, whichever is then our
principal trading market) for one share of our common stock on the last day of
the period during which a financing event occurs and Y is 250,000. By
way of example, if at the time a financing event occurs the OTC Bulletin Board
is our principal trading

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market and the closing price for one of our common shares on
that day on the OTC Bulletin Board was $1.00, then the amount of the incentive
bonus payable upon the occurrence of that financing event would be $250,000.

The superior financing event will occur if, during the period
beginning on July 14, 2009 and expiring on July 14, 2010, we are able to raise
$4,500,000 or more from the sale of shares of our common stock or warrants at an
average price of at least $1.50 per share. Upon the occurrence of the superior
financing event, Mr. Vanry will earn, in addition to any other cash incentive
bonus provided for upon the occurrence of any other milestone, a cash incentive
bonus equal to X multiplied by Y, where X is equal to
the closing price (last sale of the day on the TSX Venture Exchange or the OTC
Bulletin Board, whichever is then our principal trading market) for one share of
our common stock on the last day of the period during which a financing event
occurs and Y is 150,000. By way of example, if at the time the superior
financing event occurs the OTC Bulletin Board is our principal trading market
and the closing price for one of our common shares on that day on the OTC
Bulletin Board was $1.00, then the amount of the incentive bonus payable upon
the occurrence of the superior financing event would be $150,000.

The trading event will occur if, during the period beginning on
July 14, 2009 and expiring on July 14, 2010, the average price for our common
shares equals or exceeds $3.00 for 20 consecutive trading days. Upon the
occurrence of the trading event, Mr. Vanry will earn a cash incentive bonus
equal to X multiplied by Y, where X is equal to the
closing price (last sale of the day on the TSX Venture Exchange or the OTC
Bulletin Board, whichever is then our principal trading market) for one share of
our common stock on the last day of the period during which a trading event
occurs and Y is 250,000. By way of example, if at the time the trading
event occurs the OTC Bulletin Board is our principal trading market and the
closing price for one of our common shares on that day on the OTC Bulletin Board
was $1.00, then the amount of the incentive bonus payable upon the occurrence of
the trading event would be $250,000.

Mr. Vanry is required to deduct from the gross amount of any
incentive bonus an amount sufficient to satisfy his liability for any income tax
due in respect of the incentive bonus and he is required to apply the balance of
the amount of that incentive bonus to the purchase, in a private placement at
the market price prevailing on the date the incentive bonus is earned, of shares
of our common stock.

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 vest in four installments of 250,000 shares, the
first of which will vest January 14, 2010, the second of which will vest April
14, 2010, the third of which will vest July 14, 2010 and the fourth of which
will vest January 14, 2011. On November 3, 2009, Mr. Vanry exercised 150,000
warrants to purchase shares of our common stock at an exercise price of $0.45
per share and, accordingly, we issued 150,000 shares of our common stock to him
for gross proceeds of $67,500.

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, 2010.

OPTION
        AWARDS
      STOCK
        AWARDSName
      Number
        of Securities Underlying Unexercised
        Options (#) Exercisable
      Number
        of Securities Underlying Unexercised
        Options (#) Unexercisable
      Equity Incentive
        Plan Awards: Number of Securities
        Underlying Unexercised Unearned Options (#)
      Option
        Exercise Price ($)
      Option Expiration Date
      Number of Shares or Units of Stock
        That Have Not Vested (#)
      Market Value
        of Shares or Units of Stock
        That Have Not Vested ($)
      Equity Incentive
        Plan Awards: Number of Unearned
        Shares, Units or Other Rights
        That HaveNot Vested(#)
      Equity Incentive Plan
        Awards: Market or Payout Value
        of Unearned Shares, Units or Other Rights **That Have** **Not
        Vested** (#)


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(a)
      (b)
      (c)
      (d)
      (e)
      (f)
      (g)
      (h)
      (i)
      (j)Kenneth Hicks
    133,334 562,500 25,000
    0 187,500 75,000
    0 187,500 75,000
    $0.25 $0.37 $0.68
    Mar 26/13 Feb 10/14 Sept 1/12
    Nil
    Nil
    Nil
    NilValerie Helsing(1)
    N/A
    150,000
    N/A
    $0.855
    Jan 19/15
    Nil
    Nil
    Nil
    NilMark Vanry(2)
    250,000
    750,000
    750,000
    $0.60
    Jul 14/12
    Nil
    Nil
    Nil
    NilHamish Malkin(3)
    N/A
    N/A
    N/A
    N/A
    N/A
    Nil
    Nil
    Nil
    Nil


|(1) | Valerie Helsing was appointed as our chief financial
      officer on July 15, 2009.                     
|--- | ---------------------------------------------------------------------------------------------------------
|(2) | Mark Vanry was appointed as our executive vice president
      of corporate development on July 14, 2009.
|(3) | Hamish Malkin resigned as our chief financial officer on
      July 15, 2009.                            

Aggregated Option Exercises

The following table presents information regarding the exercise
of options by each of the named executive officers as of January 31, 2010.

Option Awards
      Stock AwardsName (a)
      Number of shares acquired
        on exercise (#) (b)
      Value realized on exercise ($) (c)
      Number of shares acquired
        on vesting (#) (d)
      Value realized on vesting
        ($) (e)Kenneth Hicks
      200,000
      50,000
      750,000
      277,500Valerie Helsing(1)
      Nil
      Nil
      Nil
      NilMark Vanry(2)
      Nil
      Nil
      250,000
      150,000Hamish Malkin(3)
      Nil
      Nil
      Nil
      Nil


|(1) | Valerie Helsing was appointed as our chief financial
      officer on July 15, 2009.                     
|--- | ---------------------------------------------------------------------------------------------------------
|(2) | Mark Vanry was appointed as our executive vice president
      of corporate development on July 14, 2009.
|(3) | Hamish Malkin resigned as our chief financial officer on
      July 15, 2009.                            

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 and Mr. Vanrys 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. Vanry 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 our company, upon
payment by our company to Frontera Geological Services Ltd. of a lump sum equal
to a monthly cash fee of CAD$12,500 (US$12,019) (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

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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 CAD$12,500 (US$12,019) 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 CAD$12,500 (US$12,019) (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 Mr. Vanry provides that the
consulting agreement will be terminated without cause by our company, upon
payment by our company to 0845557 B.C. Ltd. of a lump sum equal to a monthly
cash fee of CAD$12,500 (US$12,019) (plus value added taxes) for either (i) six
months or (ii) the remainder of term of the consulting agreement, whichever is
greater, and payment of any incentive bonus, if earned, prior to the date of
termination. Furthermore, our consulting agreement with Mr. Vanry provides that
upon termination of the consulting agreement for any reason, we must immediately
pay to 0845557 B.C. Ltd. all accrued and unpaid portions of a monthly cash fee
of CAD$12,500 (US$12,019) 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, 0845557 B.C. 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 CAD$12,500 (US$12,019) (plus value
added taxes) for either (i) six months or (ii) the remainder of term of the
consulting agreement, whichever is greater, to 0845557 B.C. Ltd.

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any directors fees or other
cash compensation for services rendered as a director during the fiscal year
ended January 31, 2010.

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 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 May 10, 2009, the second installment is to vest on August 10,
2009, the third installment is to vest on November 10, 2009 and the fourth
installment is to vest on February 10, 2010. The grant is subject to the
execution of stock option agreements by Mr. Downey 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 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 May 10, 2009, the second installment is to vest on August 10,
2009, the third installment is to vest on November 10, 2009 and the fourth
installment is to vest 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 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 is to vest 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 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 is to
vest on April 19, 2010, the second installment is to vest on July 19, 2010,

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the third installment is to vest 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.

Other than as previously mentioned, we have no formal plan for
compensating our directors for their service in their capacity as directors,
although our directors could in the future receive stock options to purchase
common shares if any are awarded by our board of directors. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
Our board of directors may award special remuneration to any director
undertaking any special services on our behalf other than services ordinarily
required of a director.

ITEM
12.             SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.

As of April 14, 2010, there were 44,486,754 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and 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.

Name and Address of Beneficial Owner
      Title of Class
      Amount
        and Nature ofBeneficial Ownership(1)
      Percentof Class(2)Kenneth Hicks 
        1112 West Pender Street, Suite 602 
        Vancouver, BC V6E 2S1, Canada
      common stock
      4,475,000(3)
      Direct
      9.7%Hamish Malkin 
        P.O. Box 127 
        Bowen Island, BC V0N 1G0, Canada
      common stock
      Nil
      Direct
      NilMark Vanry 
        5025 Angus Drive 
        Vancouver, BC V6M 3M6, Canada
      common stock
      1,919,564(4)
      Direct
      4.2%Valerie Helsing 
        1011 Braeside Street 
        West Vancouver, BC V7T 2K7, Canada
      common stock
      37,500(5)
      Direct
      *Jenna Hardy 
        1112 West Pender Street, Suite 602 
        Vancouver, BC V6E 2S1, Canada
      common stock
      350,000(6)
      Direct
      *Colin Godwin 
        1112 West Pender Street, Suite 602 
        Vancouver, BC V6E 2S1, Canada
      common stock
      325,000(7)
        100,000(8)
      Direct 
        Indirect(8)
      1.0%Richard Thibault 
        1112 West Pender Street, Suite 602 
        Vancouver, BC V6E 2S1, Canada
      common stock
      400,000(9)
        150,000(10)
      Direct 
        Indirect(10)
      1.2%Patrick Downey 
        PO Box 10434 Pacific Centre 
        Suite 950  777 Dunsmuir Street 
        Vancouver, BC V7Y 1K4, Canada
      common stock
      900,000(11)
      Direct
      2.0%Directors and Executive Officers as aGroup (8 persons)
        (12)
      common stock
      8,657,064(13)
      
      17.7%


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,

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| |      | warrants or convertible securities but not counted as
      outstanding for computing the percentage of any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2)  | Based on 44,486,754 shares of common stock issued and
      outstanding as of April 14, 2010. 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 933,334 stock options which may be exercised
      into common shares and 900,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4)  | Includes 500,000 stock options which may be exercised
      into common shares and 559,782 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (5)  | Includes 37,500 stock options which may be exercised into
      common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (6)  | Includes 250,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (7)  | Includes 285,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (8)  | Includes 50,000 common shares and 50,000 share purchase
      warrants which may be exercised into common shares held by Godwin
      Consultants Ltd., a company beneficially owned by Colin Godwin and his
      spouse.                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (9)  | Includes 400,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (10) | Includes 75,000 common shares and 75,000 share purchase
      warrants held by Miriam Galey, spouse of Richard Thibault.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (11) | Includes 300,000 stock options which may be exercised
      into common shares and 200,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (12) | Does not include Hamish Malkin who resigned from his
      office as our Chief Financial Officer effective July 15, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (13) | Includes 2,770,834 stock options which may be exercised
      into common shares and 1,784,782 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, 2010, 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 ($1,768,634) 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.

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

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and since August 2009, our subsidiary has paid him $5,000 per
month. In addition to this compensation, on September 30, 2009 we awarded Mr.
Rionda a bonus of $26,731. On May 11, 2007, we awarded to Mr. Rionda an
incentive bonus in the form of 35,000 shares of our common stock.

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

In a private placement that closed on January 15, 2009, we sold
to Godwin Consultants Ltd, a corporation wholly-owned by Mr. 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.

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

In a private placement that closed on January 15, 2009, we sold
to Miriam Galey, Mr. 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 entitles the
holder to purchase one additional common share for $0.15 until January 15,
2011.

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

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

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, 2010 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 periods ended January 31, 2010 and January 31, 2009 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

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independent accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods and to Mendoza Berger
LLP for tax fees were as follows:

Morgan & Company
    Year Ended January 31, 2010
    Year Ended January 31, 2009Audit Fees and Audit Related Fees
    $60,806
    $49,400Tax Fees
    $Nil
    $NilAll Other Fees
    $Nil
    $NilMendoza Berger Company LLPAudit Fees and Audit Related Fees
    $Nil
    $NilTax Fees
    $3,000
    $NilAll Other Fees
    $Nil
    $NilTotal
    $63,806
    $49,400


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.

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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)                                                                                

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|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)          
|      |                                                                                                                                                                                                                                                   
|(21)  | Subsidiaries                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                   
|21.1  | Subsidiary of
        Argentex Mining Corporation: SCRN Properties Ltd., a Delaware corporation                                                                                                                                                   
|      |                                                                                                                                                                                                                                                   
|(31)  | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                   
|31.1* | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934, as amended
        (Chief Executive Officer).                                     
|      |                                                                                                                                                                                                                                                   
|31.2* | Certification
        pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
        and Exchange Act of 1934, as amended (Chief Financial Officer).                                                                        
|      |                                                                                                                                                                                                                                                   
|(32)  | Section 1350
        Certifications                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                   
|32.1* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer).                                                                                
|      |                                                                                                                                                                                                                                                   
|32.2* | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Financial Officer).                                                                                

*Filed herewith

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SIGNATURES

In accordance with 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
HicksKenneth Hicks, President and Director (Principal Executive
Officer) April 22, 2010

By:     /s/ Valerie
HelsingValerie Helsing, Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer) April 22, 2010

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
HicksKenneth
Hicks, President and Director (Principal Executive Officer) April 22,
2010

By:     /s/ Valerie
HelsingValerie
Helsing, Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer) April 22, 2010

By:     /s/ Jenna
HardyJenna Hardy, Director April 22, 2010

By:     /s/ Colin
GodwinColin
Godwin, Director April 22, 2010

By:     /s/ Richard
ThibaultRichard Thibault, Director April 22, 2010

By:     Patrick
DowneyPatrick
Downey, Director April 22, 2010

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