Filed by sedaredgar.com - Argentex Mining Corporation - Exhibit 10.1






AGENCY AGREEMENT


November 27, 2009 

Argentex Mining Corporation 
602 – 1112 West Pender Street

Vancouver, BC V6E 2S1 

Attention:        Kenneth
Hicks, President

Dear Sirs:

The undersigned, Wellington West Capital Markets Inc. and
Canaccord Capital Corporation (the “Agents”), understand that Argentex
Mining Corporation (the “Company”) proposes to issue and sell up to
5,960,814 units of the Company (the “Units”) at a price of $0.70 (the
“Subscription Price”) per Unit for aggregate gross proceeds of up to
$4,172,570. Each Unit shall consist of one Common Share (a “Unit Share”)
and one-half of one non-transferable Common Share purchase warrant (each whole
Common Share purchase warrant, a “Warrant”). Each Warrant shall entitle
the holder thereof to acquire one additional Common Share (a “Warrant
Share”) at a price of $0.90 per Warrant Share at any time prior to the
Expiry Date (as hereinafter defined). 

Upon and subject to the terms and conditions set forth herein,
the Agents hereby agree to act, and upon acceptance hereof, the Company hereby
appoints the Agents, as the Company’s exclusive agents, to offer for sale by way
of private placement on a “best efforts” basis, without underwriter liability,
the Units to be issued and sold pursuant to the Offering and the Agents agree to
arrange for purchasers of the Units in the Selling Jurisdictions (as hereinafter
defined). It is hereby acknowledged and agreed that offers and sales of the
Units to, or for the account or benefit of, U.S. Persons (as hereinafter
defined) and persons within the United States (as hereinafter defined) shall be
conducted in accordance with Schedule “C” hereto.

In consideration of the services to be rendered by the Agents
in connection with the Offering, the Company shall pay to the Agents at the
Closing Time (as hereinafter defined) the Commission (as hereinafter defined)
and deliver the Broker Warrants (as hereinafter defined) in such amounts and
with such terms as set out in Section 12 hereto. The obligation of the Company
to pay the Commission and issue the Broker Warrants shall arise at the Closing
Time and the Commission shall be fully earned by the Agents upon the completion
of the Offering.

DEFINITIONS


In this Agreement, in addition to the terms defined above, the
following terms shall have the following meanings: 

“Affiliates” means the affiliates of the Agents;


“Aggregate Subscription Price” means the aggregate
subscription proceeds from the sale and issue of the Units; 




“Agreement” means this agreement, being the agreement
resulting from the acceptance by the Company of the offer made by the Agents
hereby, including all schedules attached hereto; 

“Broker Shares” has the meaning ascribed to such term in
Section 12 hereof; 

“Broker Warrants” has the meaning ascribed to such term
in Section 12 hereof; 

“Broker Warrant Certificates” means the certificates
  evidencing the Broker Warrants and containing the terms thereof;

“Business Day” means a day other than a Saturday,
Sunday or any other day on which the principal chartered banks located in the
City of Toronto, Ontario or Vancouver, British Columbia are not open for
business; 

“Closing” means the completion of the purchase and sale
of the Units as contemplated by this Agreement and the Subscription Agreements;


“Closing Date” means the day on which the Closing shall
occur, being November 27, 2009 or such other date as the Agents and the Company
may determine;

“Closing Time” means 9:00 a.m. (Vancouver time) on the
Closing Date or such other time on the Closing Date as the Company and the
Agents may determine; 

“Common Shares” means the shares of common stock
in the capital of the Company; 

“Commission” has the meaning ascribed to such term in
Section 12 hereof; 

“CRA” means the Canada Revenue Agency;


“Debt Instrument” means any note, loan, bond, debenture,
indenture, promissory note or other instrument evidencing indebtedness (demand
or otherwise) for borrowed money or other liability to which the Company is a
party or otherwise bound and which is material to the Company; 

“Early Expiry Date” means 30 days following the receipt
by the Purchaser of the Early Expiry Notice; 

“Early Expiry Event” means the date on which the Common
Shares have traded on the TSX-V or the OTC-BB for a period of 30 consecutive
trading days with an average closing price greater than $1.25; and if the
average price on the OTC-BB is used, the Company shall calculate the price in
Canadian dollars using the “$US/$CDN noon rate” as published from time to time
on the Bank of Canada website; 

“Early Expiry Notice” means a written notice from the
Company advising the Purchaser of the Early Expiry Event, such notice to be sent
within five (5) Business Days following the Early Expiry Event, and provided
that the Company shall not give such notice to the holder until the Registration
Statement has been declared effective by the SEC; 

“Environmental Laws” has the meaning ascribed to such
term in Section 4.1.3(e); 

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“Environmental Permits” has the meaning ascribed to such
term in Section 4.1.3(f); 

“Expiry Date” means the earlier of: (i) the date that is
24 months following the Closing Date; and (ii) the Early Expiry Date; 

“Financial Statements” has the meaning ascribed to such
term in Section 4.1.1(r); 

“including” means including without limitation;


“Leased Premises” means the premises which are material
to the Company and which the Company occupies as a tenant; 

“Material Agreement” means any material contract,
commitment, agreement (written or oral), instrument, lease or other document
(including option agreements), including licence agreements and agreements
relating to intellectual property, to which the Company is a party or otherwise
bound and which is material to the Company; 

“Material Subsidiary” means SCRN Properties Ltd., a
Delaware corporation; 

“misrepresentation”, “material fact”,
“material change”, “affiliate”,
“associate”, and “distribution” have the respective
meanings ascribed thereto in the Securities Act (British Columbia)
in effect on the date hereof; 

“NI 45-106” means National Instrument 45-106 –
Prospectus and Registration Exemptions; 

“OTC-BB” means the OTC Bulletin Board;


“Person” includes any individual (whether acting as an
executor, trustee administrator, legal representative or otherwise),
corporation, firm, partnership, sole proprietorship, syndicate, joint venture,
trustee, trust, unincorporated organization or association, and pronouns have a
similar extended meaning; 

“Public Disclosure Documents” means, collectively, all
of the documents which have been filed by or on behalf of the Company prior to
the Closing Time with the relevant Securities Regulators pursuant to the
requirements of Securities Laws, including all documents filed on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov; 

“Purchasers” means the persons who, as purchasers or
beneficial purchasers, acquire the Units by duly completing, executing and
delivering the applicable Subscription Agreements and any other required
documentation; 

“Registration Statement” means the registration
statement of the Company on Form S-1, or a successor form, and as such
Registration Statement may be amended from time to time under the U.S.
Securities Act, to be filed with the SEC in order to register the Warrant Shares
for resale; 

“Regulation D” means Regulation D adopted by the SEC
under the U.S. Securities Act; 

“Regulation S” means Regulation S adopted by the SEC
under the U.S. Securities Act; 

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“Rule 144” means Rule 144 under the U.S. Securities Act;


“SEC” means the United States Securities and Exchange
Commission; 

“Securities Laws” means all applicable securities
  laws in each of the Selling Jurisdictions and the respective regulations made
  thereunder, together with applicable published fee schedules, prescribed forms,
  policy statements, notices, orders, blanket rulings and other regulatory instruments
  issued by the Securities Regulators thereunder, and all applicable rules and
  policies of the TSX-V and the OTC-BB, except for any securities laws and regulations
  of any state of the United States;

“Securities Regulators” means, collectively, the
securities commissions or other securities regulatory authorities in the Selling
Jurisdictions or the relevant Selling Jurisdiction as the context so requires,
except for any securities regulatory authority of any state of the United
States; 

“Selling Jurisdictions” means all provinces of Canada,
the United States and all states of the United States and any other
jurisdictions outside of Canada and the United States as mutually agreed to by
the Company and the Agents; 

“Subscription Agreements” means, collectively, the
subscription agreements for the Units, in the form agreed upon by the Agents and
the Company pursuant to which Purchasers agree to subscribe for and purchase the
Units pursuant to the Offering as herein contemplated and shall include, for
greater certainty, all schedules thereto; and “Subscription Agreement”
means any one of them, as the context requires; 

“subsidiary” and “subsidiaries”
  shall have the meaning ascribed thereto in the Business Corporations Act
  (British Columbia);

“Subscription Price” has the meaning ascribed to such
term on the face page of this Agreement; 

“Taxes” shall have the meaning ascribed in Section
4.1.1(cc); 

“Transfer Agent” means Computershare Investor Services
Inc.; 

“TSX-V” means the TSX Venture Exchange;


“Unit” has the meaning ascribed to such term on the face
page of this Agreement; 

“Unit Shares” has the meaning ascribed to such
term on the face page of this Agreement; 

“United States” and “U.S” means the United States
of America, its territories and possessions, any state of the United States and
the District of Columbia; 

“U.S. Exchange Act” means the United States
Securities Exchange Act of 1934, as amended; 

“U.S. Person” means a U.S. person as that term is
defined in Regulation S; 

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“U.S. Securities Act” means the United States
Securities Act of 1933, as amended; 

“Warrant Certificates” means the definitive form of
certificates representing the Warrants; 

“Warrant Share” has the meaning ascribed to
  such term on the face page of this Agreement; and

“Warrant” has the meaning ascribed to such term on the
face page of this Agreement. 

TERMS AND CONDITIONS


       
1.        
(a)         Sale on
Exempt Basis. The Agents shall offer for sale and sell the Units pursuant to
the Offering in the Selling Jurisdictions on a private placement basis in
compliance with all applicable Securities Laws such that the offer and sale of
the Units does not obligate the Company to file a prospectus, a registration
statement or other offering document or deliver an offering memorandum or other
offering document under applicable Securities Laws. 

               (b)        
Filings. The Company undertakes to file, or cause to be
filed, all forms or undertakings required to be filed by the Company in
connection with the issue and sale of the Units so that the distribution of the
Units may lawfully occur without the necessity of filing a prospectus, a
registration statement or an offering memorandum in the Selling Jurisdictions,
and the Agents undertake to use its commercially reasonable best efforts to
cause Purchasers to complete any forms required by Securities Laws. All fees
payable in connection with such filings shall be at the expense of the Company.


             (c)        
No Offering Memorandum. Neither the Company nor the Agents shall (i)
provide to prospective purchasers of the Units any document or other material
that would constitute an offering memorandum or future oriented financial
information within the meaning of Securities Laws; or (ii) engage in any form of
general solicitation or general advertising in connection with the offer and
sale of the Units, including but not limited to, causing the sale of the Units
to be advertised in any newspaper, magazine, printed public media, printed media
or similar medium of general and regular paid circulation, broadcast over radio,
television or telecommunications, including electronic display, or conduct any
seminar or meeting relating to the offer and sale of the Units whose attendees
have been invited by general solicitation or advertising. 

2.        
(a)        
Covenants. The Company hereby covenants to the Agents and to the
Purchasers and their permitted assigns, and acknowledges that each of them is
relying on such covenants in connection with the purchase of the Units, that the
Company (including its successors and assigns if applicable) will: 

	 	(i) 	
      use its best efforts to maintain its status as a
      “reporting issuer” (or the equivalent thereof) not in default of the
      requirements of the Securities Laws in each of the Provinces of British
      Columbia and Alberta and in the United States until the date that is two
      years following the Closing Date, provided that this covenant shall not
      prevent the Company from completing any transaction which would result in
      the Company ceasing to be a “reporting issuer” so long as the holders of
      Common Shares receive securities of an entity which is
  listed



- 5 -






	 		
      on a stock exchange in Canada or the holders of the
      Common Shares have approved the transaction in accordance with the
      requirements of applicable corporate laws and the policies of the
      TSX-V;

	 	 	 
	 	(ii) 	
      duly execute and deliver this Agreement, the Subscription
      Agreements, the Warrant Certificates and the Broker Warrant Certificates
      at the Closing Time, and comply with and satisfy all terms, conditions and
      covenants therein contained to be complied with or satisfied by the
      Company;

	 	 	 
	 	(iii) 	
      ensure that the Unit Shares, upon issuance shall be duly
      issued as fully paid and non-assessable securities of the Company, and
      shall have the attributes corresponding in all material respects to the
      description thereof set forth in this Agreement and the Subscription
      Agreements;

	 	 	 
	 	(iv) 	
      ensure that the Warrants, upon issuance, shall be duly
      and validly created, authorized and issued and shall have the attributes
      corresponding in all material respects to the description thereof set
      forth in this Agreement and the Warrant Certificates;

	 	 	 
	 	(v) 	
      ensure that at all times prior to the expiry of the
      Warrants, sufficient Warrant Shares are allotted and reserved for issuance
      upon the due and proper exercise of the Warrants and the Warrant Shares,
      upon issuance in accordance with the terms of the Warrant Certificates,
      shall be issued as fully paid and non- assessable securities in the
      capital of the Company;

	 	 	 
	 	(vi) 	
      ensure that the Broker Warrants, upon issuance, shall be
      duly and validly created, authorized and issued and shall have the
      attributes corresponding in all material respects to the description
      thereof set forth in this Agreement and the Broker Warrant
      Certificates;

	 	 	 
	 	(vii) 	
      ensure that at all times prior to the expiry of the
      Broker Warrants, sufficient Broker Shares are allotted and reserved for
      issuance upon exercise of the Broker Warrants, and the Broker Shares, upon
      issuance in accordance with the terms of the Broker Warrant Certificates,
      shall be duly issued as fully paid and non-assessable securities of the
      Company;

	 	 	 
	 	(viii) 	
      use its best efforts to ensure that the Unit Shares,
      Warrant Shares and Broker Shares are conditionally approved for listing
      and trading on the TSX-V on or prior to the Closing Date and remain listed
      for trading on the TSX-V for a period of two years following the Closing
      Date;

	 	 	 
	 	(ix) 	
      execute and file with the Securities Regulators and the
      TSX-V all forms, notices and certificates required to be filed by the
      Company pursuant to the Securities Laws and the policies of the TSX-V in
      the time required by the applicable Securities Laws and the policies of
      the TSX-V, including, for greater certainty, Form 45-106F1 of NI 45-106
      and any other forms, notices and certificates set forth in the opinions
      delivered to the Agents pursuant to the



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      closing conditions set forth in Section 6 hereof, as are
      required to be filed by the Company;

	 	 	 
	 	(x) 	
      not issue or sell, or announce the issuance or sale of
      any Common Shares or any securities convertible into or exchangeable for
      or exercisable to acquire Common Shares, at a price lower than the
      Subscription Price, for a period of 120 days from the Closing Date,
      without the prior consent of the Agents, such consent not to be
      unreasonably withheld, other than pursuant to (a) currently outstanding
      rights or agreements, including options, warrants and other convertible
      securities and any rights which have been granted or issued, subject to
      any necessary regulatory approval; (b) currently outstanding options
      granted to officers, directors, employees or consultants of the Company or
      any subsidiary thereof pursuant to the Company’s stock option plan; or (c)
      the Company’s stock option plan.

	 	 	 
	 	(xi) 	
      cause the officers and directors of the Company to enter
      into lock-up agreements to be executed on the Closing Date, pursuant to
      which such individuals agree not to directly or indirectly, offer, sell or
      otherwise dispose of any Common Shares, except in connection with: (a) a
      continuation or similar corporate reorganization; (b) receipt by the
      Company of an offer which has not been withdrawn to enter into a
      transaction or arrangement or proposed transaction or arrangement pursuant
      to which, if entered into or completed substantially in accordance with
      its terms, a party could, directly or indirectly acquire a 100% interest
      (including an economic interest) in, or become a 100% holder of the Common
      Shares, whether by way of takeover offer, scheme of arrangement, reverse
      takeover, dual-listed company structure or other synthetic merger,
      transaction, arrangement or otherwise; (c) sales to affiliates of such
      officer or director; or (d) the death of such officer or
  director;

	 	 	 
	 	(xii) 	
      use commercially reasonable efforts to prepare and file
      with the SEC as soon as practicable and in any event not later than 45
      days following the Closing Date, the Registration Statement, in form and
      substance satisfactory to the Agents and their counsel, acting reasonably,
      and any such Registration Statement shall also cover, to the extent
      allowable under the U.S. Securities Act and the rules promulgated
      thereunder, such indeterminate number of additional Common Shares
      resulting from stock splits, stock dividends or similar transactions with
      respect to the Warrant Shares;

	 	 	 
	 	(xiii) 	
      respond to any comments from the SEC and have the
      Registration Statement declared effective as soon as practicable after the
      date it is filed, and keep the Registration Statement effective until the
      earlier of: (a) the date all of the selling stockholders named in the
      Registration Statement can sell all of the Warrant Shares pursuant to Rule
      144; and (b) the Expiry Date, provided that the selling stockholders
      furnish in writing to the Company all information within their possession
      or knowledge that the Company or its counsel may reasonably require in
      order to keep the Registration Statement
effective;



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	 	(xiv) 	
      ensure that at the respective times the Registration
      Statement and any post- effective amendments thereto become effective, the
      Registration Statement and any amendments and supplements thereto will
      comply in all material respects with the Securities Laws in the United
      States and will not contain an untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading (provided that this
      representation shall not extend to information and statements included
      therein upon and in conformity with information furnished to the Company
      by or on behalf of the Agents or any Purchaser);

	 	 	 
	 	(xv) 	
      use the net proceeds of the Offering to fund ongoing
      exploration programs at the Company’s properties in the Patagonia region
      of Argentina, including the Company’s Pinguino Property located in Santa
      Cruz, Argentina comprised of the claims as set forth in Schedule “B”
      attached hereto, for working capital and for general corporate
      purposes;

	 	 	 
	 	(xvi) 	
      allow the Agents and their representatives the
      opportunity to conduct all due diligence which the Agents may reasonably
      require to be conducted prior to the Closing Date; and

	 	 	 
	 	(xvii) 	
      fulfill or cause to be fulfilled, at or prior to the
      Closing Date, each of the conditions set out in Section
  6.



            (b)        
The Agents hereby covenant and agree to conduct all activities in connection
with the Offering in compliance with Securities Laws and all other laws
applicable to the Agents and obtain from each Purchaser a completed and executed
Subscription Agreement (including all certifications, forms and other
documentation contemplated thereby or as may be required by applicable
securities regulatory authorities) in a form acceptable to the Company and the
Agents. 

3.        
(a)         Material
Changes During Distribution. During the period from the date hereof to
the Closing Date, the Company shall promptly notify the Agents (and, if
requested by the Agents, confirm such notification in writing) of any material
change (actual, anticipated, contemplated or threatened, financial or otherwise)
in the business, affairs, operations, assets, liabilities (contingent or
otherwise) or capital of the Company. 

                         
During the period from the date hereof to the Closing Date, the Company shall
promptly, and in any event, within any applicable time limitation, comply with
all applicable filing and other requirements under Securities Laws as a result
of such change. During such period the Company shall in good faith discuss with
the Agents any fact or change in circumstances (actual, anticipated,
contemplated or threatened, financial or otherwise) which is of such a nature
that there is reasonable doubt as to whether notice in writing need be given to
the Agents pursuant to this Section 3. 

           
(b)        
Press Releases. The Company agrees that it shall obtain prior
approval of the Agents as to the content and form of any press release relating
to the Offering, such approval not to be unreasonably withheld or delayed. In
addition, if required by the relevant securities laws, any press release
announcing or otherwise referring to the Offering shall include an appropriate
notation on each page as follows: “Not for distribution to U.S. news wire
services, or

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dissemination in the United States” or shall otherwise comply
with Rule 135c under the U.S. Securities Act. 

4.        
(a)        
Representations and Warranties of the Company. The Company
represents and warrants to the Agents and to the Purchasers, and acknowledges
that each of them is relying upon such representations and warranties in
purchasing the Units, that: 

	4.1.1 	
      General Matters

	 	 	 
		(a) 	
      the Company (i) has been duly incorporated and is validly
      existing in good standing under the laws of the State of Delaware; (ii)
      has all requisite corporate power and capacity to carry on its business as
      now conducted and to own, lease and operate its properties and assets; and
      (iii) has all requisite corporate power and authority to create, issue and
      sell the Units and to enter into and carry out its obligations under this
      Agreement, the Subscription Agreements, the Warrant Certificates and the
      Broker Warrant Certificates;

	 	 	 
		(b) 	
      the Company has no subsidiaries other than as listed
      below and the Company beneficially owns, directly or indirectly, the
      percentage indicated below of the issued and outstanding shares in the
      capital of the Material Subsidiary free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances, claims or demands of
      any kind whatsoever, all of such shares have been duly authorized and
      validly issued and are outstanding as fully paid and non-assessable shares
      and no person has any right, agreement or option, present or future,
      contingent or absolute, or any right capable of becoming a right,
      agreement or option, for the purchase from the Company of any interest in
      any of such shares or for the issue or allotment of any unissued shares in
      the capital of the Material Subsidiary or any other security convertible
      into or exchangeable for any such shares:





  	Name 

	Jurisdiction of 
Incorporation
      or 
Continuance 	Beneficial 
Equity/Voting
      
Ownership 
	SCRN
      Properties Ltd. 	Delaware 	100%
    




	 	(c) 	
      the Material Subsidiary (i) has been duly incorporated in
      its respective jurisdiction of incorporation and is and will at the
      Closing Time be up-to-date in all material corporate filings and in good
      standing under the laws of such jurisdiction, as the case may be, and (ii)
      has all requisite corporate power and authority to carry on its respective
      business as now conducted and to own, lease and operate its properties and
      assets;

	 	 	 
	 	(d) 	
      no proceedings have been taken, instituted or, to the
      knowledge of the Company, are pending for the dissolution or liquidation
      of the Company or the Material Subsidiary;



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	 	(e) 	
      the Company and the Material Subsidiary are, in all
      material respects, conducting their businesses in compliance with all
      applicable laws, rules and regulations (including all material applicable
      federal, provincial, municipal, and local environmental anti-pollution and
      licensing laws, regulations and other lawful requirements of any
      governmental or regulatory body, including but not limited to relevant
      exploration, concessions and permits) of each jurisdiction in which their
      respective business is carried on and are licensed, registered or
      qualified in all jurisdictions in which they own, lease or operate their
      properties or carry on business to enable their respective business to be
      carried on as now conducted and their property and assets to be owned,
      leased and operated and all such licences, registrations and
      qualifications are valid, subsisting and in good standing and they have
      not received a notice of non-compliance, nor do they know of, nor have
      reasonable grounds to know of, any facts that could give rise to a notice
      of non- compliance with any such laws, regulations or permits which could
      have an adverse material effect on the Company or the Material Subsidiary
      and will at the Closing Time be valid, subsisting and in good
    standing;

	 	 	 
	 	(f) 	
      all necessary corporate action has been taken or will
      have been taken at or prior to the Closing Time by the Company so as to
      (i) validly issue the Unit Shares on Closing as fully paid and
      non-assessable Common Shares; (ii) validly create, authorize and issue the
      Warrants on Closing; (iii) allot, reserve and authorize the issuance of
      Warrant Shares, as fully paid and non-assessable securities in the capital
      of the Company upon the due exercise of the Warrants in accordance with
      the terms of the Warrant Certificates; (iv) validly create, authorize and
      issue the Broker Warrants on Closing; and (v) allot, reserve and authorize
      the issuance of the Broker Shares as fully paid and non-assessable Common
      Shares upon the due exercise of the Broker Warrants in accordance with the
      terms of the Broker Warrant Certificates;

	 	 	 
	 	(g) 	
      each of the execution and delivery of this Agreement, the
      Subscription Agreements, the Warrant Certificates and the Broker Warrant
      Certificates and the performance of the transactions contemplated hereby
      and thereby have been authorized by all necessary corporate action of the
      Company and upon the execution and delivery thereof shall constitute valid
      and binding obligations of the Company, enforceable against the Company in
      accordance with its terms, provided that enforcement thereof may be
      limited by laws affecting creditors’ rights generally, that specific
      performance and other equitable remedies may only be granted in the
      discretion of a court of competent jurisdiction, that the provisions
      relating to indemnity, contribution and waiver of contribution may be
      unenforceable and that enforceability is subject to the provisions of the
      Limitation Act (British Columbia);

	 	 	 
	 	(h) 	
      at the Closing Time, all consents, approvals, permits,
      authorizations or filings as may be required under Securities Laws
      necessary for the execution and delivery of this Agreement, the
      Subscription Agreements, the Warrant Certificates and the Broker Warrant
      Certificates, the issuance and sale of the Unit Shares and the Warrants,
      the creation and issuance of the Warrants and the Broker Warrants,
    the



- 10 -





	 		
      issuance and sale of the Warrant Shares and the Broker
      Shares upon exercise of the Warrants and the Broker Warrants respectively,
      and the consummation of the transactions contemplated hereby and thereby
      have been made or obtained, as applicable, other than filings required to
      be submitted within the applicable time frame pursuant to applicable
      Securities Laws;

	 	 	 
	 	(i) 	
      neither the Company nor the Material Subsidiary are in
      default or breach of, and the execution and delivery of this Agreement,
      the Subscription Agreements, the Warrant Certificates and Broker Warrant
      Certificates and the performance by the Company of its obligations
      hereunder or thereunder, the issue and sale of the Unit Shares, the
      Warrants, the Warrant Shares, the Broker Warrants, and the Broker Shares
      and the consummation of the transactions contemplated hereby and thereby
      do not and will not conflict with or result in a breach or violation of
      any of the terms of or provisions of, or constitute a default under,
      (whether after notice or lapse of time or both), (A) any statute, rule or
      regulation applicable to the Company including Securities Laws and the
      securities laws of any other Selling Jurisdiction; (B) the constating
      documents, articles or resolutions of the Company which are in effect at
      the date of hereof; (C) any Debt Instrument or Material Agreement; or (D)
      any judgment, decree or order binding the Company or the property or
      assets of the Company;

	 	 	 
	 	(j) 	
      the Unit Shares to be issued and sold as hereinbefore
      described have been, or prior to the Closing Time will be, authorized and
      reserved for issuance and when certificates representing the Unit Shares
      have been countersigned by the Transfer Agent, issued, delivered and paid
      for, the Unit Shares will be validly issued and fully paid and
      non-assessable;

	 	 	 
	 	(k) 	
      the Warrants and Broker Warrants to be issued as
      hereinbefore described have been, or prior to the Closing Time will be,
      validly created and authorized for issuance and when the Warrant
      Certificates and Broker Warrant Certificates have been executed, issued
      and delivered by the Company, the Warrants and Broker Warrants will be
      validly issued;

	 	 	 
	 	(l) 	
      the authorized capital of the Company consists of
      100,000,000 Common Shares, and 100,000,000 shares of preferred stock of
      which, as of the close of business on November 26, 2009, 37,960,940 Common
      Shares and nil shares of preferred stock were outstanding as fully paid
      and non-assessable shares of the Company;

	 	 	 
	 	(m) 	
      neither the Company nor the Material Subsidiary is aware
      of any legislation, or proposed legislation published by a legislative
      body, which they anticipate will materially and adversely affect the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise) or prospects of the Company or the Material Subsidiary, on a
      consolidated basis;

	 	 	 
	 	(n) 	
      the currently issued and outstanding Common Shares are
      listed and posted for trading on the TSX-V and the OTC-BB and no order
      ceasing or suspending trading in any securities of the Company or
      prohibiting the sale of the Units or the issuance of the Broker Warrants
      or the trading of any of the Company’s issued



- 11 -






	 		
      securities has been issued and no proceedings for such
      purpose has been threatened or, to the best knowledge of the Company, are
      pending;

	 	 	 	 
	 	(o) 	
      neither the Company nor the Material Subsidiary has taken
      any action which would be reasonably expected to result in the delisting
      or suspension of the Common Shares on or from the TSX-V or the OTC-BB and
      the Company is currently in material compliance with the rules and
      regulations of the TSX-V and the OTC-BB;

	 	 	 	 
	 	(p) 	
      except as referred to in Schedule “A” hereto, no person
      now has any agreement or option or right or privilege (whether at law,
      pre-emptive or contractual) capable of becoming an agreement for the
      purchase, subscription or issuance of, or conversion into, any unissued
      shares, securities, warrants or convertible obligations of any nature of
      the Company;

	 	 	 	 
	 	(q) 	
      since January 31, 2009, except as disclosed in the Public
      Disclosure Documents:

	 	 	 	 
	 		(i) 	
      there has not been any material change in the assets,
      liabilities, obligations (absolute, accrued, contingent or otherwise),
      business, condition (financial or otherwise) or results of operations of
      the Company or the Material Subsidiary on a consolidated basis;

	 	 	 	 
	 		(ii) 	
      there has not been any material change in the capital
      stock or long-term debt of the Company or the Material Subsidiary on a
      consolidated basis; and

	 	 	 	 
	 		(iii) 	
      the Company and the Material Subsidiary have carried on
      their business in the ordinary course;

	 	 	 	 
	 	(r) 	
      the audited consolidated financial statements of the
      Company for the fiscal year ended January 31, 2009 and the unaudited
      interim financial statements for the six- month period ended July 31, 2009
      (the “Financial Statements”), present fairly, in all material
      respects, the financial condition of the Company, on a consolidated basis,
      for the periods then ended and have been prepared in accordance with
      United States generally accepted accounting principles;

	 	 	 	 
	 	(s) 	
      there are no material actions, proceedings or
      investigations (whether or not purportedly by or on behalf of the Company
      or the Material Subsidiary) threatened against or affecting or to the best
      knowledge of the Company pending against the Company or the Material
      Subsidiary at law or in equity (whether in any court, arbitration or
      similar tribunal) or before or by any federal, provincial, state,
      municipal or other governmental department, commission, board or agency,
      domestic or foreign;

	 	 	 	 
	 	(t) 	
      the Company is, and will at the Closing Time be, a
      “reporting issuer”, not included in a list of defaulting reporting issuers
      maintained by the Securities Regulators in the Provinces of British
      Columbia and Alberta and in particular, without limiting the foregoing,
      the Company has at all times complied with its



- 12 -





	 		
      obligations to make timely disclosure of all material
      changes relating to it and there is no material change relating to the
      Company or the Material Subsidiary which has occurred and with respect to
      which the requisite news release has not been disseminated or material
      change report has not been filed with the Securities Regulators;

	 	 	 
	 	(u) 	
      all filings and fees required to be made and paid by the
      Company pursuant to Securities Laws and general corporate law have been
      made and paid and the information and statements set forth in the Public
      Disclosure Documents were accurate in all material respects and did not
      contain any misrepresentation or include any untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading, in each case as of the date of such information
      or statement, and the Company has not filed any confidential material
      change report with any Securities Regulators that is still maintained on a
      confidential basis;

	 	 	 
	 	(v) 	
      all filings required to be made by the Company in the
      United States pursuant to the U.S. Exchange Act, have been made and the
      Company covenants to remain current with all such filings for a period of
      two years following the Closing Date;

	 	 	 
	 	(w) 	
      the auditors of the Company, are independent public
      accountants as required by the Securities Laws;

	 	 	 
	 	(x) 	
      there has not been any “reportable event” (within the
      meaning of National Instrument 51-102 of the Canadian Securities
      Administrators) with the present or any former auditor of the
    Company;

	 	 	 
	 	(y) 	
      there is not, in the constating documents, by-laws or in
      any Debt Instrument, Material Agreement, or other instrument or document
      to which the Company or Material Subsidiary are a party, any restriction
      upon or impediment to, the declaration of dividends by the directors of
      the Company or the payment of dividends by the Company to the holders of
      its Common Shares;

	 	 	 
	 	(z) 	
      neither the Company nor the Material Subsidiary are party
      to or bound or affected by any commitment, agreement or document
      containing any covenant which expressly limits the freedom of the Company
      or Material Subsidiary to compete in any line of business, transfer or
      move any of their assets or operations or which materially or adversely
      affects the business practices, operations or condition of the Company or
      the Material Subsidiary;

	 	 	 
	 	(aa) 	
      other than the Company and as provided for in Section 5
      of this Agreement, there is no person that is or will be entitled to the
      proceeds of this Offering under the terms of any Debt Instrument, Material
      Agreement, or other instrument or document (written or
  unwritten);



- 13 -





	 	(bb) 	
      neither the Company nor the Material Subsidiary is a
      party to any agreement, nor is the Company aware of any agreement, which
      in any manner affects the voting control of any of the securities of the
      Company or the Material Subsidiary;

	 	 	 
	 	(cc) 	
      all taxes (including income tax, capital tax, payroll
      taxes, employer health tax, workers’ compensation payments, property
      taxes, custom and land transfer taxes), duties, royalties, levies,
      imposts, assessments, deductions, charges or withholdings and all
      liabilities with respect thereto including any penalty and interest
      payable with respect thereto (collectively, “Taxes”) due and
      payable by the Company and the Material Subsidiary have been paid except
      for where the failure to pay such taxes would not constitute an adverse
      material fact of the Company and the Material Subsidiary on a consolidated
      basis or result in an adverse material change to the Company and the
      Material Subsidiary on a consolidated basis. All tax returns,
      declarations, remittances and filings required to be filed by the Company
      and the Material Subsidiary have been filed with all appropriate
      governmental authorities and all such returns, declarations, remittances
      and filings are complete and accurate and no material fact or facts have
      been omitted therefrom which would make any of them misleading except
      where the failure to file such documents would not constitute an adverse
      material fact of the Company and the Material Subsidiary on a consolidated
      basis or result in an adverse material change to the Company and the
      Material Subsidiary. To the best of the knowledge of the Company, no
      examination of any tax return of the Company or the Material Subsidiary is
      currently in progress and there are no issues or disputes outstanding with
      any governmental authority respecting any taxes that have been paid, or
      may be payable, by the Company or the Material Subsidiary, in any case,
      except where such examinations, issues or disputes would not constitute an
      adverse material fact of the Company or of the Material Subsidiary or
      result in an adverse material change to the Company and the Material
      Subsidiary on a consolidated basis;

	 	 	 
	 	(dd) 	
      neither the Company nor the Material Subsidiary, nor to
      the best of the Company’s knowledge, any other person, is in default in
      any material respect in the observance or performance of any term,
      covenant or obligation to be performed by the Company or the Material
      Subsidiary or such other person under any Debt Instrument or Material
      Agreement and all such contracts are in good standing, and no event has
      occurred which with notice or lapse of time or both would constitute such
      a default by the Company, the Material Subsidiary or, to the best of the
      Company’s knowledge, any other party;

	 	 	 
	 	(ee) 	
      all option agreements, licenses, leases and claims
      concerning mining interests to which the Company or the Material
      Subsidiary is a party or has an interest or is otherwise bound, are in
      good standing, and other than in respect of royalties payable in
      connection with the Company’s mineral property interests as disclosed in
      the Public Disclosure Documents, there are no liens or encumbrances
      registered or outstanding against the interests therein or the properties
      related thereto and all payment obligations thereunder have been met, and
      to the best knowledge of the Company after due inquiry, the title to the
      mineral property interests held by the



- 14 -





	 		
      Company or the Material Subsidiary are valid, subsisting
      and enforceable titles held by the titleholder who are party to the
      respective option agreements;

	 	 	 
	 	(ff) 	
      the attributes of the Unit Shares and Warrants will
      conform in all material respects with the description thereof in the
      Subscription Agreements and in this Agreement;

	 	 	 
	 	(gg) 	
      the Company will use its best efforts to obtain the
      necessary regulatory consents from the TSX-V for the issue and sale of the
      Unit Shares and Warrants, the issuance of the Broker Warrants and the
      listing of the Unit Shares, Warrant Shares and Broker Shares hereunder on
      such conditions as are acceptable to the Agents and the Company, acting
      reasonably;

	 	 	 
	 	(hh) 	
      the Transfer Agent at its principal transfer office in
      the City of Vancouver, British Columbia has been duly appointed as the
      registrar and transfer agent in Canada in respect of the Common
    Shares;

	 	 	 
	 	(ii) 	
      other than as disclosed in the Public Disclosure
      Documents, none of the directors, officers or employees of the Company,
      any known holder of more than ten per cent of any class of shares of the
      Company, or any known associate or affiliate of any of the foregoing
      persons or companies (as such terms are defined in the Securities Act
      (British Columbia)), has had any material interest, direct or
      indirect, in any material transaction within the previous two years or any
      proposed material transaction with the Company which, as the case may be,
      materially affected, is material to or will materially affect the Company
      or the Material Subsidiary on a consolidated basis;

	 	 	 
	 	(jj) 	
      there is and has been no failure on the part of the
      Company or any of the Company’s directors or officers, in their capacities
      as such, to comply with any provision of the Sarbanes-Oxley Act of 2002
      and the rules and regulations promulgated in connection therewith (the
      “Sarbanes-Oxley Act”), including Section 402 related to loans and
      Sections 302 and 906 related to certifications;

	 	 	 
	 	(kk) 	
      other than the Agents (or any members of their selling
      group) pursuant to this Agreement, there is no person acting or purporting
      to act at the request of the Company who is entitled to any brokerage,
      agency or other fiscal advisory or similar fee in connection with the
      Offering or transactions contemplated herein;

	 	 	 
	 	(ll) 	
      neither the Company nor the Material Subsidiary are a
      party to any Debt Instrument or has any material loans or other
      indebtedness outstanding which has been made to any of its shareholders,
      officers, directors or employees, past or present, or any person not
      dealing at arm’s length with them;

	 	 	 
	 	(mm) 	
      the assets of the Company and the Material Subsidiary and
      their respective businesses and operations are insured against loss or
      damage with responsible insurers on a basis consistent with insurance
      obtained by reasonably prudent participants in comparable businesses, and
      such coverage is in full force and



- 15 -





	 		
      effect, and neither the Company nor the Material
      Subsidiary have failed to promptly give any notice or present any material
      claim thereunder;

	 	 	 
	 	(nn) 	
      with respect to each of the Leased Premises, the Company
      and the Material Subsidiary occupy the Leased Premises and have the
      exclusive right to occupy and use the Leased Premises and each of the
      leases pursuant to which the Company or the Material Subsidiary occupies
      the Leased Premises is in good standing and in full force and effect. The
      performance of obligations pursuant to and in compliance with the terms of
      this Agreement and the completion of transactions described herein by the
      Company, will not afford any of the parties to such leases or any other
      person the right to terminate such lease or result in any additional or
      more onerous obligations under such leases;

	 	 	 
	 	(oo) 	
      all information which has been prepared by the Company
      relating to the Company or the Material Subsidiary and their respective
      businesses, property and liabilities and either publicly disclosed or
      provided to the Agents including all financial, marketing, sales and
      operational information provided to the Agents and all Public Disclosure
      Documents was, as of the date of such information, true and correct in all
      material respects, and no fact or facts have been omitted therefrom which
      would make such information materially misleading as at the date
      thereof;

	 	 	 
	 	(pp) 	
      there are no persons with registration rights or other
      similar rights to have any securities registered pursuant to the
      Registration Statement or otherwise registered by the Company under the
      U.S. Securities Act;

	 	 	 
	 	(qq) 	
      neither the Company nor, to the knowledge of the Company,
      any director, officer, agent, employee, affiliate or other person acting
      on behalf of the Company or any of its subsidiaries is aware of or has
      taken any action, directly or indirectly, that would result in a violation
      by such persons of the Foreign Corrupt Practices Act of 1977, as amended,
      and the rules and regulations thereunder (the “FCPA”), including,
      without limitation, making use of the mails or any means or
      instrumentality of interstate commerce corruptly in furtherance of an
      offer, payment, promise to pay or authorization of the payment of any
      money, or other property, gift, promise to give, or authorization of the
      giving of anything of value to any “foreign official” (as such term is
      defined in the FCPA) or any foreign political party or official thereof or
      any candidate for foreign political office, in contravention of the FCPA
      and the Company and, to the knowledge of the Company, its affiliates have
      conducted their businesses in compliance with the FCPA and have instituted
      and maintain policies and procedures designed to ensure, and which are
      reasonably expected to continue to ensure, continued compliance
      therewith;

	 	 	 
	 	(rr) 	
      the operations of the Company are and have been conducted
      at all times in compliance with applicable financial recordkeeping and
      reporting requirements of the Currency and Foreign Transactions Reporting
      Act of 1970, as amended, the money laundering statutes of all
      jurisdictions, the rules and regulations thereunder and any related or
      similar rules, regulations or guidelines, issued, administered or enforced
      by any governmental agency (collectively, the “Money
    Laundering



- 16 -






	 		
      Laws”) and no action, suit or proceeding by or
      before any court or governmental agency, authority or body or any
      arbitrator involving the Company with respect to the Money Laundering Laws
      is pending or, to the best knowledge of the Company, threatened;
  and

	 	 	 
	 	(ss) 	
      neither the Company nor, to the knowledge of the Company,
      any director, officer, agent, employee, affiliate or person acting on
      behalf of the Company is currently subject to any U.S. sanctions
      administered by the Office of Foreign Assets Control of the U.S. Treasury
      Department (“OFAC”); and the Company will not directly or
      indirectly use the proceeds of the offering, or lend, contribute or
      otherwise make available such proceeds to any subsidiary, joint venture
      partner or other person or entity, for the purpose of financing the
      activities of any person currently subject to any U.S. sanctions
      administered by OFAC.



4.1.2    Due Diligence Matters

	 	(a) 	
      prior to the Closing Time, the Company will allow the
      Agents to conduct all due diligence which they may reasonably
    require;

	 	 	 
	 	(b) 	
      the Company will promptly notify the Agents in writing
      if, prior to the Closing Time, there shall occur any material change or
      change in a material fact (in either case, whether actual, anticipated,
      contemplated or threatened and other than a change or change in fact
      relating solely to the Agents) or any event or development involving a
      prospective material change or a change in a material fact or any other
      material change in any or all of the business, affairs, operations, assets
      (including information or data relating to the estimated value or book
      value of assets), liabilities (contingent or otherwise), capital,
      ownership, control or management of the Company or the Material Subsidiary
      which would constitute a material change to, or a change in a material
      fact concerning the Company or the Material Subsidiary or any other change
      which is of such a nature;

	 	 	 
	 	(c) 	
      the Company will in good faith discuss with the Agents as
      promptly as possible any circumstance or event which is of such a nature
      that there is or ought to be consideration given as to whether there may
      be a material change or change in a material fact or other change
      described in the preceding paragraph; and

	 	 	 
	 	(d) 	
      the minute books and records of the Company and the
      Material Subsidiary, which the Company has made available to the Agents
      and their counsel Cassels Brock & Blackwell LLP in connection with
      their due diligence investigation of the Company for the period from
      inception to the date of examination thereof are all of the minute books
      and substantially all of the records of the Company and the Material
      Subsidiary for such period and contain copies of all constating documents,
      including all amendments thereto, and all proceedings of securityholders
      and directors (and committees thereof) and are complete in all material
      respects.



- 17 - 





	4.1.3 	
      Mining and Environmental Matters

	 	 	 
		(a) 	
      the Company and the Material Subsidiary are the absolute
      legal and beneficial owners of and have good and marketable title to, all
      of the material property or assets thereof as described in the Public
      Disclosure Documents, and other than in respect of royalties payable on
      the properties as disclosed in the Public Disclosure Documents, such
      material properties and assets are free of all mortgages, liens, charges,
      pledges, security interests, encumbrances, claims or demands whatsoever,
      and no other property rights (including access rights) are necessary for
      the conduct of the business of the Company and the Material Subsidiary as
      currently conducted or contemplated to be conducted; the Company knows of
      no claim or basis for any claim that might or could adversely affect the
      right of the Company or the Material Subsidiary to use, transfer or
      otherwise exploit such property rights; and, except as disclosed in the
      Public Disclosure Documents, the Company and the Material Subsidiary have
      no responsibility or obligation to pay any commission, royalty, licence
      fee or similar payment to any person with respect to the property rights
      thereof;

	 	 	 
		(b) 	
      the Company and the Material Subsidiary holds either
      freehold title, mining leases, mining claims or other conventional
      property, proprietary or contractual interests or rights, recognized in
      the jurisdiction in which a particular property is located in respect of
      the ore bodies and minerals located in properties in which the Company and
      the Material Subsidiary have an interest as described in the Public
      Disclosure Documents under valid, subsisting and enforceable title
      documents or other recognized and enforceable agreements or instruments,
      sufficient to permit the Company and the Material Subsidiary to access the
      property and explore the minerals relating thereto; all such property,
      leases or claims and all property, leases or claims in which the Company
      and the Material Subsidiary have any interests or right have been validly
      located and recorded in accordance with all applicable laws and are valid
      and subsisting; the Company and the Material Subsidiary have all necessary
      surface rights, access rights and other necessary rights and interests
      relating to the properties in which the Company and the Material
      Subsidiary have an interest as described in the Public Disclosure
      Documents granting the Company and the Material Subsidiary the right and
      ability to access the property and explore for minerals for development
      purposes as are appropriate in view of their respective rights and
      interests therein, with only such exceptions as do not materially
      interfere with the access and use by the Company and the Material
      Subsidiary of the rights or interests so held and each of the proprietary
      interests or rights and each of the documents, agreements and instruments
      and obligations relating thereto referred to above are currently in good
      standing in the name of the Company and the Material Subsidiary;

	 	 	 
		(c) 	
      any and all of the agreements and other documents and
      instruments pursuant to which the Company and the Material Subsidiary
      holds its material property and assets (including any option agreement or
      any interest in, or right to earn an interest in, any property) are valid
      and subsisting agreements, documents or instruments in full force and
      effect, enforceable in accordance with the terms



- 18 -





	 		
      thereof, the Company and the Material Subsidiary are not
      in default of any of the material provisions of any such agreements,
      documents or instruments, nor has any such default been alleged. None of
      the properties (or any option agreement or any interest in, or right to
      earn an interest in, any property) of the Company and the Material
      Subsidiary are subject to any right of first refusal or purchase or
      acquisition rights;

	 	 	 
	 	(d) 	
      there are no claims with respect to native rights
      currently threatened or, to the best knowledge of the Company, pending
      with respect to any of the material properties of the Company and the
      Material Subsidiary;

	 	 	 
	 	(e) 	
      the Company and the Material Subsidiary are in material
      compliance with all applicable federal, provincial, state, municipal and
      local laws, statutes, ordinances, by-laws and regulations and orders,
      directives and decisions rendered by any ministry, department or
      administrative or regulatory agency, domestic or foreign, including laws,
      ordinances, regulations or orders, relating to the protection of the
      environment, occupational health and safety or the processing, use,
      treatment, storage, disposal, discharge, transport or handling of any
      pollutants, contaminants, chemicals or industrial, toxic or hazardous
      wastes or substances (the “Environmental Laws”);

	 	 	 
	 	(f) 	
      the Company and the Material Subsidiary have obtained all
      material licences, permits, approvals, consents, certificates,
      registrations and other authorizations under all applicable Environmental
      Laws (the “Environmental Permits”) necessary as at the date hereof
      for the operation of the business carried on by the Company and the
      Material Subsidiary, and each Environmental Permit is valid, subsisting
      and in good standing and the neither the Company nor the Material
      Subsidiary is in material default or breach of any Environmental Permit
      and no proceeding has been threatened, or to the best knowledge of the
      Company, is pending to revoke or limit any Environmental Permit;

	 	 	 
	 	(g) 	
      the Company and the Material Subsidiary have not used,
      except in material compliance with all Environmental Laws and
      Environmental Permits, any property or facility which it owns or leases or
      previously owned or leased, to generate, manufacture, process, distribute,
      use, treat, store, dispose of, transport or handle any hazardous
      substance;

	 	 	 
	 	(h) 	
      neither the Company nor the Material Subsidiary, nor to
      the knowledge of the Company, if applicable, any predecessor companies,
      have received any notice of, or been prosecuted for an offence alleging,
      non-compliance with any laws, ordinances, regulations and orders,
      including Environmental Laws, and neither the Company nor the Material
      Subsidiary, nor to the knowledge of the Company, if applicable, any
      predecessor companies have settled any allegation of non- compliance short
      of prosecution. There are no orders or directions relating to
      environmental matters requiring any material work, repairs, construction
      or capital expenditures to be made with respect to any of the assets of
      the Company and the Material Subsidiary, nor has the Company received
      notice of any of the same;



- 19 -






		(i) 	
      there have been no past unresolved or threatened, and to
      the best of the Company’s knowledge, there are no pending claims,
      complaints, notices or requests for information received by the Company or
      the Material Subsidiary with respect to any alleged material violation of
      any law, statute, order, regulation, ordinance or decree; and to the best
      of the Company’s knowledge, no conditions exist at, on or under any
      property now or previously owned, operated or leased by the Company and
      the Material Subsidiary which, with the passage of time, or the giving of
      notice or both, would give rise to liability under any law, statute,
      order, regulation, ordinance or decree that, individually or in the
      aggregate, has or may reasonably be expected to have any materially
      adverse effect with respect to the Company and the Material
    Subsidiary;

	 	 	 
		(j) 	
      except as ordinarily or customarily required by
      applicable permit, the Company and the Material Subsidiary have not
      received any notice wherein it is alleged or stated that it is potentially
      responsible for a federal, provincial, state, municipal or local clean-up
      site or corrective action under any law including any Environmental Laws.
      The Company and the Material Subsidiary have not received any request for
      information in connection with any federal, state, municipal or local
      inquiries as to disposal sites;

	 	 	 
		(k) 	
      all exploration operations on the properties of the
      Company and the Material Subsidiary have been conducted in all respects in
      accordance with good mining and engineering practices and all applicable
      material workers’ compensation and health and safety and workplace laws,
      regulations and policies have been complied with;

	 	 	 
		(l) 	
      there are no environmental audits, evaluations,
      assessments, studies or tests relating to the Company and the Material
      Subsidiary except for ongoing assessments conducted by or on behalf of the
      Company and the Material Subsidiary in the ordinary course; and

	 	 	 
		(m) 	
      the Company is in compliance with the provisions of
      National Instrument 43- 101–Standards of Disclosure for Mineral
      Projects, and has filed all technical reports required
  thereby.

	 	 	 
		(n) 	
      the Company’s Pinguino Project is comprised of the claims
      as set forth in Schedule “B” attached hereto, all of which are valid and
      in good standing.

	 	 	 
	4.1.4 	
      Employment Matters

	 	 	 
		(a) 	
      each material plan for retirement, bonus, stock purchase,
      profit sharing, stock option, deferred compensation, severance or
      termination pay, insurance, medical, hospital, dental, vision care, drug,
      sick leave, disability, salary continuation, legal benefits, unemployment
      benefits, vacation, incentive or otherwise contributed to or required to
      be contributed to, by the Company for the benefit of any current or former
      director, officer, employee or consultant of the Company (the “Employee
      Plans”) has been maintained in compliance with its terms and with the
      requirements prescribed by any and all statutes, orders, rules and
      regulations that



- 20 -






	 		
      are applicable to such Employee Plans, in each case in
      all material respects and has been publicly disclosed to the extent
      required by Securities Laws;

	 	 	 
	 	(b) 	
      all material accruals for unpaid vacation pay, premiums
      for unemployment insurance, health premiums, federal or state pension plan
      premiums, accrued wages, salaries and commissions and employee benefit
      plan payments have been reflected in the books and records of the Company;
      and

	 	 	 
	 	(c) 	
      there is not currently any labour disruption which is
      adversely affecting or could adversely affect, in a material manner, the
      carrying on of the business of the Company or the Material
    Subsidiary.



           
  (b)        Representations
  and Warranties of the Agents. The Agents hereby represent and warrant
  to the Company and acknowledges that the Company is relying upon such representations
  and warranties, that: 

	 	(i) 	
      in respect of the offer and sale of the Units, the Agents
      will comply with all Securities Laws;

	 	 	 
	 	(ii) 	
      the Agents and their Affiliates and representatives have
      not engaged in or authorized, and will not engage in or authorize, any
      form of general solicitation or general advertising in connection with or
      in respect of the Units in any newspaper, magazine, printed media of
      general and regular paid circulation or any similar medium, or broadcast
      over radio or television or otherwise or conducted any seminar or meeting
      concerning the offer or sale of the Units whose attendees have been
      invited by any general solicitation or general advertising;

	 	 	 
	 	(iii) 	
      the Agents have not and will not solicit offers to
      purchase or sell the Units so as to require the filing of a prospectus,
      registration statement, offering memorandum or any continuous disclosure
      documents, or the provision of a contractual right of action under the
      laws of any jurisdiction ;

	 	 	 
	 	(iv) 	
      the Agents will use their reasonable best efforts to
      obtain from each Purchaser an executed Subscription Agreement and all
      other applicable forms, reports, undertakings and documentation required
      under the Securities Laws or required by the Company, acting reasonably;
      and

	 	 	 
	 	(v) 	
      the Agents are duly registered pursuant to the provisions
      of the Securities Laws, and is a member in good standing of the Investment
      Industry Regulatory Organization of Canada, and is duly registered or
      licensed as an investment dealer in those jurisdictions in which its is
      required to be so registered in order to perform the services contemplated
      by this Agreement, or if or where not so registered or licensed, the
      Agents will act only through members of a selling group who are so
      registered or licensed; and



- 21 -





	 	(vi) 	
      the Agents are not persons within the United States or a
      U.S. Person, the Broker Warrants were not offered to the Agents in the
      United States and this Agreement has not been signed by the Agents in the
      United States.



5.       
Closing Deliveries. The purchase and sale of the Units shall be
completed at the Closing Time at the offices of Clark Wilson LLP, Vancouver,
British Columbia or at such other place as the Agents and the Company may agree
upon in writing. At the Closing Time, the Company shall duly and validly deliver
to the Agents in the City of Toronto: (a) certificates in definitive form
representing the Unit Shares and Warrants issued to the Purchasers under the
Offering registered in the names of the Purchasers as indicated on their
respective Subscription Agreements and as directed by the Agents, against
payment to the Company of the Aggregate Subscription Price therefor, in lawful
money of Canada by certified cheque or bank draft payable at par in the City of
Toronto, or by electronic money transfer; and (b) the Broker Warrant
Certificates. The Agents and the Company may discharge their payment obligations
under this section by delivery of certified cheques or bank drafts from the
Agents to the Company, or by electronic money transfer equal to the Aggregate
Subscription Price for the Units issued under the Offering, less (i) the
Commission (as defined below in Section 12); and (ii) the reasonable
out-of-pocket costs and expenses of the Agents, including fees and disbursements
of counsel to the Agents as set out in Section 8 herein, which amount for
clarity will be deducted from the proceeds of the sale of the Units. The Agents
will provide a detailed breakdown of all expenses at Closing. 

6.       
Closing Conditions. Each Purchaser’s obligation to purchase the
Units shall be conditional upon the fulfilment at or before the Closing Time of
the following conditions: 

	(a) 	
      the Agents shall have received a certificate, dated as of
      the Closing Date, signed by the President and Chief Executive Officer and
      the Chief Financial Officer of the Company, or such other officers of the
      Company as the Agents may agree, certifying for and on behalf of the
      Company, to the best of their knowledge, information and belief,
    that:

	 	 	 
		(i) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing the trading in any securities of the
      Company (including the Common Shares) has been issued by any regulatory
      authority and is continuing in effect and no proceedings for that purpose
      have been instituted or are pending or, to the knowledge of such officers,
      contemplated or threatened by any regulatory authority;

	 	 	 
		(ii) 	
      the Company has duly complied with all the terms,
      covenants and conditions of this Agreement on its part to be complied with
      up to the Closing Time; and

	 	 	 
		(iii) 	
      the representations and warranties of the Company
      contained in this Agreement are true and correct as of the Closing Time
      with the same force and effect as if made at and as of the Closing Time
      after giving effect to the transactions contemplated by this
    Agreement.

	 	 	 
	(b) 	
      the Agents shall have received at the Closing Time on the
      Closing Date certificates dated the Closing Date, signed by appropriate
      officers of the Company addressed to the Agents and their counsel, with
      respect to the articles and by-laws of the Company, all
  resolutions



- 22 -







		
      of the Company’s board of directors relating to this
      Agreement and the transactions contemplated hereby and thereby, the
      incumbency and specimen signatures of signing officers in the form of a
      certificate of incumbency and such other matters as the Agents may
      reasonably request;

	 	 	 
	(c) 	
      the Agents shall have received at the Closing Time,
      evidence that all requisite approvals, consents and acceptances of the
      appropriate regulatory authorities and the TSX-V required to be made or
      obtained by the Company in order to complete the Offering have been made
      or obtained;

	 	 	 
	(d) 	
      the issuance (and listing, as applicable) of the Unit
      Shares, Warrants, Warrant Shares, Broker Warrants and Broker Shares shall
      have been conditionally accepted by the TSX- V;

	 	 	 
	(e) 	
      the Agents shall have received favourable legal opinions
      addressed to the Agents and the Purchasers, in form and substance
      satisfactory to the Agents’ counsel acting reasonably, dated the Closing
      Date, from Clark Wilson LLP, counsel to the Company and where appropriate,
      counsel in the other Selling Jurisdictions, which counsel in turn may
      rely, as to matters of fact, on certificates of auditors, public officials
      and officers of the Company, with respect to the following
  matters:

	 	 	 
		(i) 	
      as to the incorporation and good standing of the Company
      under the laws of the State of Delaware and as to the corporate power and
      authority of the Company to carry out its obligations under this
      Agreement, the Subscription Agreements, the Warrant Certificates, the
      Broker Warrant Certificates and to issue the Unit Shares, the Warrants,
      the Warrant Shares, the Broker Warrants and the Broker Shares;

	 	 	 
		(ii) 	
      as to the authorized capital of the Company;

	 	 	 
		(iii) 	
      the Company has all requisite corporate power and
      capacity under the laws of the State of Delaware to carry on its business
      as presently carried on and to own its properties and assets;

	 	 	 
		(iv) 	
      the Company is not (i) in violation of its charter or
      by-laws or similar organizational documents, (ii) in default, and no event
      has occurred that, with notice or lapse of time or both, would constitute
      such a default, in the due performance or observance of any term, covenant
      or condition contained in any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which it is a party or by
      which it is bound or to which any of its property or assets is subject, or
      (iii) in violation of any law or statute or any judgment, order, rule or
      regulation of any court or arbitrator or governmental or regulatory
      authority, except in the case of clause (ii) for any such default or
      violation that would not, individually or in the aggregate, have a
      material adverse effect on the business, affairs, operations, assets,
      liabilities (contingent or otherwise) or capital of the Company and in the
      case of clause (iii) for any securities laws of any state of the United
      States;



- 23 -





	 	(v) 	
      neither the execution and delivery of this Agreement, the
      Subscription Agreements, the Warrant Certificates, and the Broker Warrant
      Certificates nor the performance by the Company of its obligations
      hereunder and thereunder, nor the sale or issuance of the Unit Shares, the
      Warrants, the Warrant Shares, the Broker Warrants and the Broker Shares
      will result in (i) the violation of the charter or by- laws or similar
      organizational documents of the Company, (ii) a default or event that,
      with notice or lapse of time or both, would constitute such a default, in
      the due performance or observance of any term, covenant or condition
      contained in any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Company is a party or by which
      it is bound or to which any of its property or assets is subject, or (iii)
      the violation of any law or statute or any judgment, order, rule or
      regulation of any court or arbitrator or governmental or regulatory
      authority, except in the case of clause (ii) for any such default or
      violation that would not, individually or in the aggregate, have a
      material adverse effect on the business, affairs, operations, assets,
      liabilities (contingent or otherwise) or capital of the Company and in the
      case of clause (iii) for any securities laws of any state of the United
      States;

	 	 	 
	 	(vi) 	
      each of this Agreement, the Subscription Agreements, the
      Warrant Certificates and the Broker Warrant Certificates have been duly
      authorized and executed and delivered by the Company, and each constitutes
      a valid and legally binding obligation of the Company enforceable against
      it in accordance with its terms;

	 	 	 
	 	(vii) 	
      the Unit Shares have been issued as fully paid and
      non-assessable securities in the capital of the Company;

	 	 	 
	 	(viii) 	
      the Warrants have been duly and validly created and
      issued and the Warrant Shares have been reserved and authorized and
      allotted for issuance to the holders thereof and, upon the due exercise of
      the Warrants in accordance with the provisions of the Warrant Certificate,
      the Warrant Shares will be validly issued as fully paid and non-assessable
      securities in the capital of the Company;

	 	 	 
	 	(ix) 	
      the Broker Warrants have been duly and validly created
      and issued and the Broker Shares have been reserved and authorized and
      allotted for issuance to the Agents and, upon the due exercise of the
      Broker Warrants in accordance with the provisions of the Broker Warrant
      Certificates, the Broker Shares will be validly issued as fully paid and
      non-assessable securities in the capital of the Company;

	 	 	 
	 	(x) 	
      no consent, approval, authorization, order, registration
      or qualification of or with any court or arbitrator or governmental or
      regulatory authority is required for the execution, delivery and
      performance by the Company of this Agreement, the Subscription Agreements,
      the Warrant Certificates, and the Broker Warrant Certificates, the
      issuance and sale of the Unit Shares, the Warrants, the Warrant Shares,
      the Broker Warrants and the Broker Shares, and compliance by the Company
      with the terms thereof and the consummation of the transactions
      contemplated by this Agreement, the Subscription Agreements, the Warrant
      Certificates, and the Broker Warrant Certificates, except for such
      consents,



- 24 -






	 		
      approvals, authorizations, orders and registrations or
      qualifications as may be required under applicable state securities laws
      in connection with the purchase and distribution of the Units to the U.S.
      Purchasers and the execution and filing by or on behalf of the Company
      with the respective securities commissions in Canada, within the
      prescribed time period, of a report on Form 45-106F1 prepared in
      accordance with NI 45-106, together with the prescribed filing fees and a
      duly completed fee checklist form, a Form 8-K and a news release, the
      execution and filing by or on behalf of the Company with the SEC, within
      the prescribed time period, of a Form D, a Form 8-K and the Registration
      Statement and the execution and filing by or on behalf of the Company with
      the respective securities regulatory authorities in each state of the
      United States, within the prescribed time period, of any “blue sky” notice
      filings and fees;

	 	 	 	 
	 	(xi) 	
      the issuance and sale by the Company of the Unit Shares
      and Warrants to the Purchasers and the issuance of the Broker Warrants to
      the Agents in accordance with the terms of this Agreement are exempt from
      the prospectus and registration requirements of applicable Securities Laws
      in Canada and no documents are required to be filed (other than specified
      forms accompanied by requisite filing fees), proceedings taken or
      approvals, permits, consents or authorizations obtained under the
      applicable Securities Laws to permit such issuance and sale;

	 	 	 	 
	 	(xii) 	
      the issuance of the Warrant Shares upon due exercise of
      the Warrants and the issuance of the Broker Shares upon the due exercise
      of the Broker Warrants will be exempt from the prospectus and registration
      requirements of applicable Securities Laws in Canada and no documents are
      required to be filed (other than specified forms accompanied by requisite
      filing fees), proceedings taken or approvals, permits, consents or
      authorizations obtained under the applicable Securities Laws to permit
      such issuance and delivery;

	 	 	 	 
	 	(xiii) 	
      no other documents will be required to be filed,
      proceedings, taken or approvals, permits, consents or authorizations
      obtained under the applicable Canadian Securities Laws (and no opinion in
      this clause (xiii) is given in respect of applicable U.S. Securities Laws)
      in connection with the first trade of the Unit Shares and the Warrant
      Shares by the Purchasers or the Broker Shares by the Agents, as the case
      may be, in circumstances where such trade is made through persons
      registered in a category permitting them to trade such securities under
      the applicable Securities Laws and who have complied with the relevant
      provisions of the applicable Securities Laws or in circumstances in which
      there is an exemption from the registration requirements of the applicable
      Securities Laws, provided that at the time of such trade:

	 	 	 	 
	 		(a) 	
      the Company is and has been a reporting issuer in a
      jurisdiction of Canada for the four months immediately preceding such
      trade;

	 	 	 	 
	 		(b) 	
      at least four months have elapsed from the distribution
      date;



- 25 -





	 		(c) 	
      on the distribution date the certificates representing
      the Unit Shares carried the legends prescribed under Section 2.5(2)(3) of
      National Instrument 45- 102 – Resale of Securities (“NI
      45-102”);

	 	 	 	 
	 		(d) 	
      the trade is not a “control distribution” within the
      meaning of NI 45-102;

	 	 	 	 
	 		(e) 	
      no unusual effort is made to prepare the market or to
      create a demand for the security that is the subject of the
  trade;

	 	 	 	 
	 		(f) 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of the trade; and

	 	 	 	 
	 		(g) 	
      if the selling securityholder is an insider or officer of
      the Company, the selling securityholder has no reasonable grounds to
      believe that the Company is in default of securities
legislation.

	 	 	 	 
	 	(xiv) 	
      no registration under the U.S. Securities Act is required
      for the offer and sale of the Units by the Company or the Agents in the
      United States or to, or for the account or benefit of, U.S. Persons;
      and

	 	 	 	 
	 	(xv) 	
      such other matters as the Agents or their counsel may
      reasonably request;




	(f) 	
      the Agents shall have received a certificate in respect
      of the good standing of the Company from the Delaware Secretary of
      State;

	 	 	 
	(g) 	
      the Company will have caused a favourable legal opinion
      to be delivered by Clark Wilson LLP, counsel to the Company, addressed to
      the Agents, in form and substance satisfactory to the Agents, acting
      reasonably, with respect to the following matters:

	 	 	 
		(i) 	
      the incorporation and existence of the Material
      Subsidiary under the laws of its jurisdiction of incorporation;

	 	 	 
		(ii) 	
      as to the authorized capital of the Material Subsidiary
      and holders of the issued and outstanding shares of the Material
      Subsidiary; and

	 	 	 
		(iii) 	
      that the Material Subsidiary has all requisite corporate
      power under the laws of its jurisdiction of incorporation to carry on its
      business as presently carried on and own its properties and assets;
    and

	 	 	 
	(h) 	
      the Subscription Agreements shall have been executed and
      delivered by the parties thereto in form and substance satisfactory to the
      Agents and their counsel, acting reasonably;

	 	 	 
	(i) 	
      the Company shall cause the Transfer Agent to deliver a
      certificate as to the issued and outstanding Common Shares in the capital
      of the Company as at the close of business on the day prior to the Closing
      Date; and



- 26 -





	(j) 	
      the Agents shall, in their sole discretion, and acting
      reasonably, be satisfied with their due diligence review with respect to
      the business, assets, financial condition, affairs and prospects of the
      Company.



7.        Rights
of Termination


(a)        Due
Diligence Out. In the event that the due diligence investigations performed
by the Agents and/or their respective representatives reveal any material
information or fact not generally known to the public which might, in the
Agents’ sole opinion (or any of them), acting reasonably, adversely affect the
market price of the Common Shares, quality of the investment or marketability of
the Offering, the Agents (or any of them) shall be entitled, at their sole
option and in accordance with subsection 7(h) of this Agreement, to
terminate their obligations under this Agreement (and the obligations of the
Purchasers arranged by it to purchase the Units) by notice to that effect given
to the Company any time prior to the Closing Time on the Closing Date. 

(b)       
Litigation. If any inquiry, action, suit, investigation (whether formal
or informal) or proceeding (including matters of regulatory transgression or
unlawful conduct) is commenced by a regulatory authority in relation to the
Company or any of the officers or directors of the Company where wrongdoing is
alleged, which, in the sole opinion of the Agents (or any of them), materially
adversely affects or may materially adversely affect the Company and/or its
business, operations or affairs, the Agents (or any of them) shall be entitled,
at their sole option and in accordance with subsection 7(h) of this
Agreement, to terminate their obligations under this Agreement (and the
obligations of the Purchasers arranged by them to purchase the Units) by notice
to that effect given to the Company any time prior to the Closing Time on the
Closing Date. 

(c)       
Disaster Out. In the event that prior to the Closing Time, there should
develop, occur or come into effect any event of any nature, including without
limitation, terrorism, accident, a new or change in any governmental law or
regulation, or other condition or financial occurrence of national or
international consequence, which, in the sole opinion of the Agents (or any of
them), acting reasonably, materially adversely affects, or may materially
adversely affect, the financial markets generally or the business, affairs,
operations or profitability of the Company or its Subsidiary, or the market
price, value or marketability of the Common Shares, the Agents (or any of them)
shall be entitled at their sole option, in accordance with subsection 7(h)
of this Agreement, to terminate their obligations under this Agreement (and
the obligations of the Purchasers arranged by them to purchase the Units) by
written notice to that effect given to the Company prior to the Closing Time on
the Closing Date. 

(d)        Change
in Material Fact. In the event that prior to the Closing Time, the Agents or
the Agents’ representatives, through their due diligence investigations, or
otherwise discover or there should occur a material change or a change in any
material fact or a new or undisclosed material fact shall arise or be
discovered, which, in the sole opinion of the Agents (or any of them), acting
reasonably, has or could be expected to have a significant adverse effect on the
business, affairs or profitability of the Company or on the market price, value
or marketability of the Common Shares, the Agents (or any of them) shall be
entitled, at their sole option, in accordance with subsection 7(h), to terminate
their obligations under this Agreement (and the obligations of the

- 27 -





Purchasers arranged by them to purchase the Units) by written
notice to that effect given to the Company prior to the Closing Time on the
Closing Date. 

(e)       
Profitably Marketed. In the event that prior to the Closing Time, the
state of the financial markets is such that, in the sole opinion of the Agents
(or any of them), the Units cannot be profitably marketed, the Agents (or any of
them) shall be entitled at their sole option, acting reasonably, in accordance
with subsection 7(h) of this Agreement, to terminate their obligations
under this Agreement (and the obligations of the Purchasers arranged by them to
purchase the Units) by written notice to that effect given to the Company prior
to the Closing Time on the Closing Date. 

(f)       
Non-Compliance With Conditions. The Company agrees that all terms,
conditions and covenants in this Agreement shall be construed as conditions and
complied with so far as the same relate to acts to be performed or caused to be
performed by the Company that it will use its best efforts (or all reasonable
efforts, as applicable) to cause such conditions to be complied with, and any
breach or failure by the Company to comply with any of such material conditions
or in the event that any representation or warranty given by the Company becomes
false and is not rectified as at the Closing Time, shall entitle the Agents (or
any of them), at their sole option, acting reasonably, in accordance with
subsection 7(h), to terminate their obligations under this Agreement (and the
obligations of the Purchasers arranged by them to purchase the Units) by notice
to that effect given to the Company at or prior to the Closing Time. The Agents
may waive, in whole or in part, or extend the time for compliance with, any
terms and conditions without prejudice to their respective rights in respect of
any other of such terms and conditions or any other or subsequent breach or
non-compliance, provided that any such waiver or extension shall be binding upon
the Agents only if the same is in writing and signed by it. 

(g)       
  Cease Trade Order. In the event that any order to cease trading
  in securities of the Company is made or threatened by a Securities Regulator,
  which, in the sole opinion of the Agents (or any of them), acting reasonably,
  operates or could operate to prevent or restrict trading in or distribution
  of the Units in any of the Selling Jurisdictions, the Agents (or any of them)
  shall be entitled, at their option, in accordance with subsection 7(h) of
  this Agreement, to terminate their obligations under this Agreement (and the
  obligations of the Purchasers arranged by them to purchase the Units) by written
  notice to that effect given to the Company prior to the Closing Time.

(h)       
Exercise of Termination Rights. The rights of termination contained in
subsections 7(a), (b), (c), (d), (e), (f) and (g) above may be exercised by the
Agents and are in addition to any other rights or remedies the Agents may have
in respect of any default, act or failure to act or non-compliance by the
Company in respect of any of the matters contemplated by this Agreement or
otherwise. In the event of any such termination by the Agents, there shall be no
further liability on the part of the Agents to the Company or on the part of the
Company to the Agents except in respect of any liability which may have arisen
or may arise after such termination in respect of acts or omissions prior to
such termination. 

8.       
Expenses. Whether or not the sale of the Units shall be completed, the
Company will pay all reasonable expenses and fees and all applicable taxes in
connection with the Offering, including, without limitation, all expenses of or
incidental to the issue, sale or distribution of the

- 28 -





Units, including all fees and expenses of its legal counsel,
the reasonable fees and expenses of legal counsel to the Agents and all costs
incurred in connection with the preparation of documents relating to the
Offering. All reasonable fees and expenses of the Offering (including all
applicable taxes) shall be payable by the Company on the Closing Date. 

9.        Survival
  of Representations and Warranties. All representations, warranties, covenants
  and agreements of the Company herein contained or contained in any documents
  submitted pursuant to this Agreement and in connection with the transactions
  herein contemplated shall survive the Closing and, notwithstanding such Closing
  or any investigation made by or on behalf of the Agents or the Purchasers with
  respect thereto, shall continue in full force and effect for the benefit of
  the Agents and the Purchasers, as applicable for a period of two years following
  the Closing. The representations, warranties, covenants and agreements of the
  Agents herein contained and in connection with the transactions herein contemplated
  shall survive the Closing and, notwithstanding such Closing or any investigation
  made by or on behalf of the Company with respect thereto, shall continue in
  full force and effect for the benefit of the Company for a period of two years
  following the Closing.

10.      Indemnity.


(a)       The
Company hereby agrees to indemnify and hold the Agents and/or their Affiliates
and each of the directors, officers, employees, agents, partners, principals,
shareholders and representatives of the Agents and/or Affiliates (hereinafter
collectively referred to as the “Personnel”) from and against any and all
expenses, losses (other than the loss of profits), claims, damages or
liabilities (collectively “Losses”), joint or several (including the
aggregate amount paid in reasonable settlement, as provided for herein, of any
actions, suits proceedings or claims) and any reasonable fees and expenses of
legal counsel that may be incurred in advising with respect to and/or defending
any claim that may be made against the Agents and/or Personnel or to which the
Agents and/or Personnel may become subject or otherwise involved in any capacity
under any statute or common law or otherwise, in each case insofar as such
expenses, losses, claims, damages or liabilities arise out of or are based
directly or indirectly upon the performance of professional service rendered to
the Company by the Agents and/or Personnel hereunder or otherwise in connection
with the matters referred to in this Agreement.

This indemnity shall not apply to the extent that:


(a) the Agents and/or its Personnel
have been grossly negligent or have committed any fraudulent act in the course
of rendering the services; and 

(b) the expenses, losses, claims,
damages or liabilities as to which indemnification is claimed were caused in
whole or in substantial part by the gross negligence or fraud referred to in
subparagraph (a) above 

(any event itemized in subparagraph (a) and (b) above referred
to herein as an “Event”). 

If for any reason, including without limitation by reason of
being contrary to public policy (other than the occurrence of an Event), the
foregoing indemnification is unavailable to the Agents and/or its Personnel or,
while available, is insufficient to hold it or any of them harmless, then

- 29 -





the Company shall contribute to the amount paid or payable by
the Agents and/or its Personnel, as a result of such expense, loss, claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the Company on the one hand and the Agents on the
other hand but also the relative degrees of fault of the Company and the Agents
as well as any other relevant equitable considerations, provided that the
Company shall in any event contribute to the amount paid or payable by the
Agents and/or its Personnel as a result of such expense, loss, claim, damage or
liability that is in excess of the amount of Commission received by the Agents.


The Company agrees to waive any right it has of first requiring
the Agents or its Personnel to proceed against or enforce any other right,
power, remedy or security or claim for payment from any other person prior to
making claim. Promptly after receipt of notice of the commencement of any legal
proceeding of the type described or referred to above against the Agents or any
of its Personnel or after receipt of notice of the commencement of any
investigation which is based, directly or indirectly, upon any matter in respect
to which indemnification may be sought from the Company, the Agents shall notify
the Company in writing of the commencement thereof and, throughout the course
thereof, shall provide copies of all relevant documentation to the Company and
will keep the Company advised of the progress thereof and will discuss with the
Company all significant actions and proposals. The omission to notify the
Company shall not relieve the Company of any liability which the Company may
have to the Agents and its Personnel, except to the extent that any such delay
in giving or failure to give notice as herein required prejudices the defence of
the legal proceedings or investigation or results in any increase in the
liability which the Company would otherwise have under this indemnity had the
Agents not so delayed in or failed to give the notice herein required. 

The Company shall have the right to assume the carriage of the
defence of any such legal proceeding or investigation on behalf of the Agents
and its Personnel unless the Agents or their Personnel have been advised by
their counsel that (i) by so doing there is a substantial risk of a conflict of
interest between its position and the position of the Company as to the conduct
of the defence thereof or (ii) the Company failed to undertake a defence of such
legal proceeding or investigation or appoint counsel reasonably acceptable to
the Agents within 20 days from the date that notice of the action has been first
received by the Company. The reasonable fees and expenses of the counsel for the
Company or counsel for the indemnified party in either of the circumstances
described in (i) and (ii) above, shall be for the account of and shall be paid
by the Company. None of the Company or the Agents or their Personnel may effect
settlement of any claim or action without the other party’s prior written
consent; provided that if the Agents or their Personnel refuse to accept
settlement which is satisfactory to the Company, then thereafter the costs and
expenses payable on a final resolution of the claim or action, to the extent
that such cost and amount (including fees and expenses of counsel) exceed the
respective amounts acceptable to the Company in connection with such settlement,
shall be for the account of the Agents or their Personnel as the case may be.


The Company irrevocably waives as against the Agents any rights
of contribution which it may have as a result of a drawing upon the services
provided for hereunder. 

Without limiting the generality of the foregoing, in case any
legal or statutory proceeding shall be filed or brought against the Company by
any person or in case any securities commission,

- 30 -





stock exchange or regulatory authority, either domestic or
foreign, shall investigate or review the business and affairs of the Company in
connection with the performance of the services hereunder, and any of the
Personnel shall be requested or required to respond or answer to procedures
designed to discover or provide information regarding, in connection with or by
reason of the services rendered or to be rendered pursuant hereto, the Agents
agree to provide such responses and answers and to co-operate with the Company
in connection with such proceeding, investigation or review, and in any such
case other than that resulting from the occurrence of an Event, the Company
agrees to pay to the Agents an additional fee equal to the usual per diem
charges together with such out-of-pocket expenses and disbursements, including
the reasonable fees and disbursement of legal counsel, as may be incurred in
connection therewith. 

The indemnity and contribution obligations of the Company shall
be in addition to any liability which the Company may otherwise have, shall
extend upon the same terms and conditions to the Agents and/or Personnel and
shall be binding upon and enure to the benefit of any successors, assigns, heirs
and personal representatives of the Company, the Agents and/or any of the
Personnel. The foregoing provisions shall survive the completion of professional
services rendered under this Agreement. 

(b)       Right of
Indemnity in Favour of Others. With respect to any person who may be
indemnified by paragraph 10(a) above and is not a party to this Agreement, the
Agents shall obtain and hold the rights and benefits of this Section 10 in trust
for and on behalf of such person. 

11.      Advertisements.
The Company acknowledges that the Agents shall have the right, subject always to
clauses 1(a) and (c) and 3(b) of this Agreement, and the Company’s prior review
and approval, at their own expense, to place such advertisement or
advertisements relating to the sale of the Units contemplated herein as the
Agents may consider desirable or appropriate and as may be permitted by
applicable law, including applicable securities laws. The Company and the Agents
each agree that they will not make or publish any advertisement in any media
whatsoever relating to, or otherwise publicize, the transaction provided for
herein so as to result in any exemption from the prospectus and registration
requirements of applicable securities legislation in any of the provinces of
Canada in which the Units shall be offered or sold not being available. 

12.      Agents’
Commission. In consideration of the services to be rendered by the
Agents in connection with the Offering, the Company shall pay the Agents a cash
commission equal to 6.0% of the gross proceeds realized by the Company in
respect of the sale of the Units sold pursuant to the Offering (the
“Commission”). As additional consideration, the Company shall also issue
to the Agents that number of broker warrants (the “Broker Warrants”) as
directed by the Agents in the amount equal to 6.0% of the number of Units issued
pursuant to the Offering. Each Broker Warrant shall be exercisable to acquire
one Common Share (a ”Broker Share”) at the Subscription Price at any
time, in whole or from time to time in part, until the date that is 12 months
from the Closing Date. The obligation of the Company to pay the Commission and
execute and deliver the Broker Warrant Certificates shall arise at the Closing
Time. 

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14.      Notices.
Unless otherwise expressly provided in this Agreement, any notice or other
communication to be given under this Agreement (a “notice”) shall be in
writing addressed as follows: 

	(a) 	
      If to the Company, to it at:

	 	 
		
      Argentex Mining Corporation 
602 – 1112 West Pender
      Street 
Vancouver, BC V6E 2S1



Attention:                Kenneth
Hicks 
Fax
Number:            
(604) 568-1540 

with a copy to:

Clark Wilson LLP 
800 – 885 West
Georgia Street 
Vancouver, BC V6C 3H1 

Attention:                Ethan
Minsky 
Facsimile Number:  (604) 687-6314 

or if to the Agents to (on behalf of
the Agents):

Wellington West Capital Markets Inc.

145 King Street West 
Suite 700 
Toronto, Ontario M5H 1J8 

Attention:                Ezra
Chang 
Fax
Number:            
(416) 642-1910 

with a copy to:

Cassels Brock & Blackwell LLP

2100 Scotia Plaza 
40 King Street West 
Toronto, Ontario M5H 3C2 

Attention:                Chad
Accursi 
Fax
Number:            
(416) 642-7131 

or to such other address as any of the parties may designate by
notice given to the others. 

Each notice shall be personally delivered to the addressee or
sent by facsimile transmission to the addressee and (i) a notice which is
personally delivered shall, if delivered on a Business Day, be deemed to be
given and received on that day and, in any other case, be deemed to be given and


- 32 - 




received on the first Business Day following the day on which
it is delivered; and (ii) a notice which is sent by facsimile transmission shall
be deemed to be given and received on the first Business Day following the day
on which it is confirmed to have been sent. 

15.      Time of the
Essence. Time shall, in all respects, be of the essence hereof. 

16.      Canadian
Dollars. All references herein to dollar amounts are to lawful money of
Canada.


17.      Headings.
The headings contained herein are for convenience only and shall not affect
the meaning or interpretation hereof. 

18.      Singular and
Plural, etc. Where the context so requires, words importing the singular
number include the plural and vice versa, and words importing gender shall
include the masculine, feminine and neuter genders. 

19.      Entire
Agreement. This Agreement constitutes the only agreement between the parties
with respect to the subject matter hereof and shall supersede any and all prior
negotiations and understandings including, without limitation, the engagement
letter between the Company and the Wellington West Capital Markets Inc. dated as
of November 2, 2009 in respect of the Offering. This Agreement may be amended or
modified in any respect by written instrument only. 

20.      Severability.
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement. 

21.      Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
therein. 

22.     
Successors and Assigns. The terms and provisions of this Agreement shall
be binding upon and enure to the benefit of the Company, the Agents and the
Purchasers and their respective executors, heirs, successors and permitted
assigns; provided that, except as provided herein or in the Subscription
Agreements, this Agreement shall not be assignable by any party without the
written consent of the others. 

23.      Further
Assurances. Each of the parties hereto shall do or cause to be done all such
acts and things and shall execute or cause to be executed all such documents,
agreements and other instruments as may reasonably be necessary or desirable for
the purpose of carrying out the provisions and intent of this Agreement. 

24.      Effective
Date. This Agreement is intended to and shall take effect as of the date
first set forth above, notwithstanding its actual date of execution or delivery.


25.      Counterparts
and Facsimile. This Agreement may be executed in any number of counterparts
and by facsimile, each of which so executed shall constitute an original and all
of which taken together shall form one and the same agreement. 

- 33 -





If the Company is in agreement with the foregoing terms and
conditions, please so indicate by executing a copy of this Agreement where
indicated below and delivering the same to the Agents. 

Yours very truly,

WELLINGTON WEST CAPITAL MARKETS INC.

  

  

  Per: /s/ Bill Washington___________

           Authorized Signatory 



CANACCORD CAPITAL CORPORATION



Per: /s/ David Rentz__________________

            Authorized Signatory


  

The foregoing is hereby accepted on the terms and conditions
therein set forth.

DATED as of this 27th day of November, 2009.

ARGENTEX MINING CORPORATION



Per: /s/ Kenneth
Hicks                                       
        
Authorized Signatory


- 34 -




SCHEDULE “A” 

This is Schedule “A” to the agency agreement dated as of
November 27, 2009 among Argentex Mining Corporation, Wellington West Capital
Markets Inc. and Canaccord Capital Corporation. 

DETAILS OF OUTSTANDING CONVERTIBLE SECURITIES 
AND
RIGHTS TO ACQUIRE SECURITIES 

Options


	Date of Grant 	Exercise Price 	Number of
      Securities 	Expiry Dates 
	July 5, 2005 	$0.25 	233,334 	March 26, 2013 
	July 5, 2005 	$0.25 	50,000 	June
      26, 2010 
	February 7, 2006
    	$0.49 	400,000 	February 7, 2011 
	February 9, 2006
    	$0.58 	200,000 	February 9, 2011 
	March 10, 2006
    	$0.62 	75,000 	March 10, 2010 
	May 11, 2007 	$1.35 	150,000 	May
      11, 2011 
	November 13,
      2007 	$1.13 	100,000 	November 13, 2012 
	October 28, 2008
    	$0.35 	150,000 	October 28, 2013 
	February 10,
      2009 	$0.37 	1,385,000 	February 10, 2014 
	July 14, 2009
	$0.60 	1,000,000 	July
      14, 2012 
	  	  	  	  
	TOTAL 	  	3,743,334 	 
    



Warrants


	Date of Grant 	Exercise Price 	Number of
      Securities 	Expiry Dates 
	April 11, 2007
    	$1.25 	900,000 	April 11, 2012 
	January 15, 2009
    	$0.15 	775,000 	January 15, 2011 
	April 24, 2009
    	$0.45 	1,328,334 	April 24, 2011 
	May 22, 2009 	$0.45 	434,782 	May
      22, 2011 
	May 28, 2009 	$0.15 	500,000 	May
      28, 2011 
	June 18, 2009
	$0.65 	455,000 	June
      18, 2011 
	July 13, 2009
	$0.65 	727,272 	July
      13, 2011 
	  	  	  	  
	TOTAL 	  	5,120,388 	 
    



Incentive Bonuses


	Description 
	Date of Grant 
	Number of
      
Securities 	Expiry Date 

	If a “Financing Event” occurs, conversion of “Incentive
      bonus” into common shares, as per terms of Management Agreement with Ken
      Hicks 	Closing price on the date
      “Financing Event” closes 	250,000 	Date “Financing Event” closes
    
	If a “Financing Event” occurs, conversion of “Incentive
      bonus” into common shares, as per terms of Management Agreement with Mark
      Vanry 	Closing price on the date
      “Financing Event” closes 	250,000 	Date “Financing Event” closes
    



- 35 - 






	If a “Superior Financing Event” occurs, conversion of
      “Incentive bonus” into common shares, as per terms of Management Agreement
      with Ken Hicks 	Closing price on the date
      “Superior Financing Event” closes 	150,000 	Date “Superior Financing Event”
      closes 
	If a “Superior Financing Event” occurs, conversion of
      “Incentive bonus” into common shares, as per terms of Management Agreement
      with Mark Vanry 	Closing price on the date
      “Superior Financing Event” closes 	150,000 	Date “Superior Financing Event”
      closes 
	If a “Technical Event” occurs, conversion of “Incentive
      bonus” into common shares, as per terms of Management Agreement with Ken
      Hicks 	Closing price on the date
      “Technical Event” closes 	150,000 	Date “Technical Event” closes
    
	If a “Trading Event” occurs, conversion of “Incentive
      bonus” into common shares, as per terms of Management Agreement with Ken
      Hicks 	Closing price on the date
      “Trading Event” closes 	250,000 	Date “Trading Event” closes
  
	If a “Trading Event” occurs, conversion of “Incentive
      bonus” into common shares, as per terms of Management Agreement with Mark
      Vanry 	Closing price on the date
      “Trading Event” closes 	250,000 	Date “Trading Event” closes
  
	TOTAL 	  	1,450,000 	  



- 36 -




SCHEDULE “B” 

This is Schedule “B” to the agency agreement dated as of
November 27, 2009 among Argentex Mining Corporation, Wellington West
Capital Markets Inc. and Canaccord Capital Corporation. 

CLAIMS COMPRISING THE PINGUINO PROJECT

The Pingino Project consists of four Manifestaciones de
Descubrimiento (“MD”), one of which is partially covered by 30 mining claims
(minas or pertenencias). 


	M.D. Name
    	File Code 	Registered Holder 	Hectares 	Claim Type 
	Pinguino 	414409/CID/00 	SCRN
      Properties Ltd. 	1,472 	MD,
      including 30 minas 
	Tranquilo 1 	405334/SCRN/05 	SCRN
      Properties Ltd. 	3,340 	MD
    
	Tranquilo 2 	405335/SCRN/05 	SCRN
      Properties Ltd. 	3,488 	MD
    
	Canadon 	405336/SCRN/05 	SCRN
      Properties Ltd. 	1,826 	MD
    
	  	  	  	  	  
	TOTAL 	 
    	 
    	10,126 	 
    



- 37 -




SCHEDULE “C” 

This is Schedule “C” to the agency agreement dated as of
November 27, 2009 among Argentex Mining Corporation, Wellington West
Capital Markets Inc. and Canaccord Capital Corporation. 

UNITED STATES OFFERS AND SALES


          As
used in this Schedule “C”, capitalized terms used herein and not defined herein
shall have the meanings ascribed thereto in the agency agreement to which this
Schedule is annexed and the following terms shall have the meanings indicated:


	 	(a) 	
      “Accredited Investor” means an “accredited
      investor” as that term is defined in Rule 501(a) of Regulation D, except
      for Rule 501(a)(4);

	 	 	 
	 	(a) 	
      “Directed Selling Efforts” means “directed selling
      efforts” as that term is defined in Regulation S. Without limiting the
      foregoing, but for greater clarity in this Schedule, it means, subject to
      the exclusions from the definition of directed selling efforts contained
      in Regulation S, any activity undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for any of the Units and includes the placement of any
      advertisement in a publication with a gen- eral circulation in the United
      States that refers to the Offering;

	 	 	 
	 	(b) 	
      “Distribution Compliance Period” means the
      six-month period that begins on the later of (i) the date the Units are
      first offered to persons other than Distributors in reliance on Regulation
      S; or (ii) the Closing Date; provided that, all offers and sales by a
      Distributor of an unsold allotment or subscription shall be deemed to have
      been made during the Distribution Compliance Period;

	 	 	 
	 	(c) 	
      “Distributor” means any Agent, dealer or other
      person who participates, pursuant to a contractual agreement, in the
      distribution of the Units;

	 	 	 
	 	(d) 	
      “Substantial U.S. Market Interest” means
      “substantial U.S. market interest” as that term is defined in Regulation
      S; and

	 	 	 
	 	(e) 	
      “U.S. Exchange Act” means the United States
      Securities Exchange Act of 1934, as amended.



Representations, Warranties and Covenants of the
Agent 

The Agent acknowledges that the Units, the Unit Shares and the
Warrants have not been and will not be registered under the U.S. Securities Act
or any state securities laws and may not be offered or sold other than pursuant
to a transaction exempt from or not subject to the registration requirements of
the U.S. Securities Act and all applicable state securities laws. The Agent
represents, warrants and covenants to the Company that: 

	1. 	
      It has not offered and sold, and will not offer or sell
      any Units as part of its initial distribution, except (i) in an offshore
      transaction in accordance with Rule 903 of Regulation S to persons that
      are not, and are not purchasing for the account or benefit of, U.S.
      Persons or (ii) within the United States or to, or for the account or
      benefit of, U.S. Persons as provided in paragraphs
2



- 38 -






		
      through 10 below, by arranging for purchasers that are
      Accredited Investors to purchase Units directly from the Company in
      transactions that are exempt from the registration requirements of the
      U.S. Securities Act and applicable state securities laws. Accordingly,
      neither the Agent nor any of its affiliates nor any person acting on its
      or their behalf (except as permitted in paragraphs 2 through 10 below) (i)
      has made or will make any offer to sell or any solicitation of an offer to
      buy any Units to, or for the account or benefit of, any person within the
      United States or any U.S. Person, or (ii) has facilitated or will
      facilitate any sale of Units to any purchaser unless at the time the buy
      order was or will have been originated, the purchaser was outside the
      United States and was not a U.S. Person, or the Agent, affiliate or person
      acting on behalf of either reasonably believed that such purchaser was
      outside the United States and was not a U.S. Person.

	 	 
	2. 	
      Neither it nor any of its affiliates nor any person
      acting on its or their behalf has made or will make any Directed Selling
      Efforts in the United States.

	 	 
	3. 	
      It agrees that, at or prior to confirmation of the sale
      of the Units, Unit Shares, Warrants or Warrant Shares it will have sent to
      each distributor, dealer or person receiving a selling concession, fee or
      other remuneration that purchases Units, Unit Shares, Warrants or Warrant
      Shares during the Distribution Compliance Period a confirmation or notice
      to substantially the following effect:




  
    “The securities covered hereby have not been registered
      under the U.S. Securities Act of 1933 (the “1933 Act”), and may
      not be offered or sold within the United States or to, or for the account
      or benefit of, U.S. persons (i) as part of their distribution at any time
      or (ii) otherwise until six months after the later of the commencement of
      the offering and closing date, except in either case in accordance with
      Regulation S under the 1933 Act. Terms used herein have the meanings given
      to them in Regulation S.” 

  



In addition, prior to the expiration of
the Distribution Compliance Period, all subsequent offers and sales of the
Units, Unit Shares, Warrants and Warrant Shares by the Agent shall be made only
in accordance with the provision of Rule 903 or 904 of Regulation S; pursuant to
a registration of the applicable security under the 1933 Act; or pursuant to an
available exemption from the registration requirements of the 1933 Act. 

The Agent agrees to obtain
substantially identical undertakings from each member of any banking and selling
group formed in connection with the distribution of the Units contemplated
hereby and to comply with the offering restriction requirements of Regulation S.


	4. 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Units,
      except with its affiliates, any selling group members or with the prior
      written consent of the Company. It shall require each selling group member
      to agree, for the benefit of the Company, to comply with, and shall use
      its best efforts to ensure that each selling group member complies with,
      the same provisions of this Schedule as apply to the Agent as if such
      provisions applied to such selling group member.



- 39 -





	5. 	
      All offers of Units in the United States or to, or for
      the account or benefit of, U.S. Persons by it shall be made through its
      U.S. registered broker-dealer affiliate (or otherwise pursuant to Rule
      15a-6 under the U.S. Exchange Act) in compliance with all applicable U.S.
      broker-dealer requirements.

	 	 
	6. 	
      Offers of Units in the United States or to, or for the
      account or benefit of, U.S. Persons shall not be made by it (i) by any
      form of general solicitation or general advertising (as those terms are
      used in Regulation D), including advertisements, articles, notices or
      other communications published in any newspaper, magazine, or similar
      media or broadcast over radio or television, or any seminar or meeting
      whose attendees had been invited by general solicitation or general
      advertising or (ii) in any manner involving a public offering within the
      meaning of Section 4(2) of the U.S. Securities Act.

	 	 
	7. 	
      Any offer or solicitation of an offer to buy Units that
      has been made or will be made in the United States or to, or for the
      account or benefit of, a U.S. Person by it, its affiliates or any person
      acting on behalf of either was or will be made only to Accredited
      Investors (or persons that the Agent, its affiliates, or any person acting
      on behalf of either reasonably believes are Accredited
  Investors).

	 	 
	8. 	
      It, acting through its U.S. broker-dealer affiliate (or
      otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act), may offer
      the Units in the United States or to, or for the account or benefit of,
      U.S. Persons only to offerees with respect to which it has a pre-existing
      relationship.

	 	 
	9. 	
      Prior to completion of any sale of Units in the United
      States or to, or for the account or benefit of, U.S. Persons, each U.S.
      purchaser thereof solicited by such Agent will be required to execute a
      Subscription Agreement.

	 	 
	10. 	
      At least one business day prior to the Closing Date, it
      will provide the Transfer Agent with a list of all purchasers of the Units
      in the United States or that are U.S. Persons.

	 	 
	11. 	
      At closing on the Closing Date, it, together with its
      U.S. affiliate, will provide a certificate, substantially in the form of
      Appendix I to this Schedule, relating to the manner of the offer of the
      Units in the United States or to, or for the account or benefit of,
      persons in the United States or U.S. Persons.



Representations, Warranties and Covenants of the
Company

The Company represents, warrants, covenants and agrees that:


	1. 	
      The Company is not, and as a result of the sale of the
      Units contemplated hereby will not be, an “investment company” as defined
      in the United States Investment Company Act of 1940, as amended.

	 	 
	2. 	
      During the period in which the Units are offered for
      sale, neither it nor any of its affiliates, nor any person acting on its
      or their behalf (i) has made or will make any Directed Selling Efforts in
      the United States, or (ii) has engaged in or will engage in any form of
      general solicitation or general advertising (as those terms are used in
      Regulation D) with respect to offers or sales of the Units in the United
      States or to, or for the account or benefit of, U.S. Persons, including
      advertisements, articles, notices or other communications published in any
      newspaper,



- 40 -






		
      magazine or similar media, or broadcast over radio, or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising.

	 	 
	3. 	
      Until the Closing Date, and except with respect to offers
      and sales to Accredited Investors in the United States or who are U.S.
      Persons, neither the Company nor, to the Company’s knowledge, any of its
      affiliates, nor any person acting on its or their behalf, has made or will
      make: (A) any offer to sell, or any solicitation of an offer to buy, any
      Units to, or for the account or benefit of, any person in the United
      States or any U.S. Person; or (B) any sale of Units unless, at the time
      the buy order was or will have been originated, the purchaser is (i)
      outside the United States and is not a U.S. Person or (ii) the Company,
      its affiliates, and any person acting on their behalf reasonably believe
      that the purchaser is outside the United States and is not a U.S.
      Person.

	 	 
	4. 	
      Except with respect to the offer and sale of the Units
      offered hereby, the Company has not, for a period of six months prior to
      the date hereof sold, offered for sale or solicited any offer to buy any
      of its securities in the United States or to, or for the account or
      benefit of U.S. Persons, and will not, for a period ending six months
      after the Closing Date, sell, offer for sale or solicit any offer to buy,
      any of its securities in the United States in a manner that would be
      integrated with and would cause the exemption from registration provided
      by Rule 506 of Regulation D to be unavailable with respect to offers and
      sales of the Units pursuant to this Schedule “C”.

	 	 
	5. 	
      It will not register any transfer of the Units, Unit
      Shares, Warrants or Warrant Shares not made in accordance with the
      provisions of Regulation S, pursuant to registration under the U.S.
      Securities Act or pursuant to an available exemption from the registration
      requirements of the U.S. Securities Act.



- 41 -




APPENDIX I TO SCHEDULE “C”

AGENT’S CERTIFICATE 

          In
connection with the private placement in the United States of units (the
“Units”) of Argentex Mining Corporation (the “Company”) pursuant
to the Agency Agreement dated as of November 27, 2009 between the Company and
the Agents named therein (the “Agency Agreement”), the undersigned does
hereby certify as follows: 

	(i) 	
      on the date hereof and on the date of each offer or sale
      of Units, each of our U.S. affiliates who offered Units in the United
      States or to, or for the account or benefit, of U.S. Persons is and was
      (i) a duly registered broker dealer pursuant to Section 15(b) of the U.S.
      Exchange Act and the securities laws of each state in which such offer is
      made (unless exempted from the respective state’s broker-dealer
      registration requirements) and (ii) a member of and in good standing with
      the Financial Industry Regulatory Authority, Inc.;

	 	 
	(ii) 	
      immediately prior to offering the Units to such offerees,
      we had reasonable grounds to believe and did believe that each offeree was
      an “accredited investor” as defined in Rule 501(a) of Regulation D, except
      for Rule 501(a)(4) (an “Accredited Investor”) under the U.S.
      Securities Act, and, on the date hereof, we continue to believe that each
      person in the United States or U.S. Person purchasing Units from the
      Company in a sale that was pre-arranged by us is an Accredited
      Investor;

	 	 
	(iii) 	
      no form of general solicitation or general advertising
      (as those terms are used in Regulation D under the U.S. Securities Act)
      was used by us, including advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or
      broadcast over radio or television, or any seminar or meeting whose
      attendees had been invited by general solicitation or general advertising,
      in connection with the offer or sale of the Units in the United States or
      to or for the account or benefit of U.S. Persons;

	 	 
	(iv) 	
      the offering of the Units in the United States or to or
      for the account or benefit of U.S. Persons has been conducted by us in
      accordance with the terms of the Agency Agreement and all of the Schedules
      thereto; and

	 	 
	(v) 	
      prior to any sale of Units in the United States or to, or
      for the account or benefit of, persons in the United States or U.S.
      Persons, we caused each U.S. purchaser to execute a Subscription
      Agreement.



Terms used in this certificate have the meanings given to them
in the Agency Agreement unless otherwise defined herein. 

Dated this 27th day of November, 2009.


- 42 -





	WELLINGTON WEST CAPITAL 	 	WELLINGTON WEST CAPITAL 
	MARKETS INC. 	 	MARKETS (USA) INC. 
	  		 	  	
	By: 	/s/
      Scott Larin	 	By: 	/s/
      Thomas K. Wu
	  	Name: Scott Larin 	 	  	Name: Thomas K. Wu 
	  	Title: Director, ECM 	 	  	Title: Vice President & CFO 


- 43 -