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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, 2009

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

For the transition period from ________________
to________________

Commission file number 000-49995

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

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

Registrants telephone number, including area code
604.568.2496

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

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

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

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

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

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

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

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

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ii

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

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


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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter: $32,279,254.32  based on a price
of $1.015 per share, being the average bid and asked price of such common
equity on July 31, 2008.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [ ] No [ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
34,268,887  shares of common stock as of April 29, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

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

-ii-

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PART I

Forward Looking Statements.

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

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

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

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

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

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

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

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

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ITEM 1. BUSINESS

Corporate History

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

Subsidiaries

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

Our Business

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

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

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

As discussed in more detail below and in the Description of
Property section of this annual report beginning at page 7, below, our current
mineral properties consist of four groups of mineral exploration claims located
in the Rio Negro and Santa Cruz provinces of Argentina. All of the mineral
exploration licenses with respect to these Argentine claims are registered in
the name of our Delaware subsidiary, SCRN Properties Ltd. Until recently, we
owned a fifth group of mineral exploration claims, known as the Argie claims,
located in the Pleasant Valley area of British Columbia, near the town of
Merritt, British Columbia. During the year ended January 31 2009, our management
determined that it was not in our companys best interest to explore or maintain
the Argie claims and they were allowed to expire on April 16, 2009.

There is no assurance that a commercially viable mineral
deposit exists on any of our properties. Further exploration is required before
we can evaluate whether any exist and, if so, whether it would be economically
and legally feasible to develop or exploit those resources. Even if we are
successful in identifying a mineral deposit, we would be required to spend
substantial funds on further drilling and engineering studies before we could
know whether that mineral deposit would

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constitute a reserve (a reserve is a commercially viable
mineral deposit). Please refer to the section entitled Risk Factors, beginning
at page 3 of this annual report, for additional information about the risks of
mineral exploration.

Employees

As of April 29, 2009, our company did not have any employees,
but our subsidiary, SCRN Properties Ltd., employs one person on a full-time
basis as its legal representative in Argentina. Our President, our Chief
Financial Officer and our part-time bookkeeper all provide services pursuant to
consulting contracts. None of our consultants, including our Chief Financial
Officer but excluding our President, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his time working on our affairs.

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

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

Research and Development Expenditures

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

Patents and Trademarks

We do not own any patents or trademarks.

ITEM 1A. RISK FACTORS

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

Risks Associated With Mining

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Company

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

Although we have been in the business of exploring mineral
resource properties since 2002, we have not yet located any mineral reserve. As
a result, we have never had any revenues from our operations. In addition, our
operating history has been restricted to the acquisition and exploration of our
mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do, that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. During the 12 month period ending April 30, 2010, we expect to spend
approximately $1,196,000 on the maintenance of our mineral properties and our
company. We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to
base any assumption as to the likelihood that we will prove successful and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.

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

We have not generated any revenue from operations since our
incorporation. During the year ended January 31, 2009, we incurred a net loss of
$4,527,835. From inception through January 31, 2009, we have incurred an
aggregate loss of $14,420,634. We anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to sell one or
more of our resource properties or identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and build and
operate a mine. On January 31, 2009, we had cash and cash equivalents in the
amount of approximately $108,560. We estimate our average monthly operating
expenses to be approximately $44,000, excluding exploration but including
general and administrative expenses and investor relations expenses. We believe
that cash on hand as of the date of filing of this annual report on Form 10-K is
not sufficient to fund our currently budgeted operating requirements for the 12
month period ending April 30, 2010. Furthermore, our budget could increase in
response to field conditions, drill results and other matters that cannot be
currently anticipated and we might find that we need to raise even more capital
in order to properly address these items. As we cannot assure a lender that we
will be able to successfully explore and develop our mineral properties, we will
probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
and debt securities, but there can be no assurance that we will continue to be
able to do so. If we cannot raise the money that we need to continue exploration
of our mineral properties, we may be forced to delay, scale back, or eliminate
our exploration activities. If any of these were to occur, there is a
substantial risk that our business would fail.

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Risks Associated with Our Common Stock

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

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

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

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

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

Other Risks

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

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

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Trends, Risks and Uncertainties

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

ITEM
2.           PROPERTIES.

Principal Offices

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

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

Mineral Properties

Our wholly-owned subsidiary company, SCRN Properties Ltd., owns
interests in four mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina. Until recently, we owned a fifth group of mineral
exploration claims, known as the Argie claims, located in the Pleasant Valley
area of British Columbia, near the town of Merritt, British Columbia. During the
year ended January 31 2009, our management determined that it was not in our
companys best interest to explore or maintain the Argie claims and they were
allowed to expire on April 16, 2009. To date, we have concentrated the bulk of
our exploration efforts and expenditures on the Pinguino property, which is
located in the Santa Cruz province of Argentina. During the next 12 months, we
intend to continue to focus our efforts primarily on this property.

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

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

Pinguino Property

Acquisition

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

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

Now that we have finished paying for the option on the Pinguino
property, we own it subject to a 2% net smelter returns royalty in favor of Mr.
Dyakowski. We have the right to purchase one half of Mr. Dyakowskis net smelter
returns royalty from the Pinguino property for the sum of approximately $874,200
(CAD$1,000,000) and all of it for the sum of approximately

---

8

$1,748,400 (CAD$2,000,000). Title to all of the claims
comprising the Pinguino property is registered in the name of our subsidiary,
SCRN Properties Ltd.

Location

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



Description of Mineral Claims

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

---

9

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)Tranquilo 1
    405.334/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,486Tranquilo 2
    405.335/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de Descubrimiento
    3,182Tranquilo 3
    405.336/SCRN/05
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,827Cormoran Pinguino
    400.722/SCRN/07
      414.409/00
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    1,500Pertinencias 1  30(1)
    Described by Gauss Kruger Coordinates
    SCRN Properties Ltd.
    Pertinencia
    180


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

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

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

Prior Work

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

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

Our Work on the Pinguino Property to Date

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

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

---

10

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

A followup drill program consisting of 30 holes for a total of
3000 meters was completed in mid-January 2007. We focused on the central part of
the Marta vein system, which included a number of new sulphide targets
discovered by detailed mapping, prospecting and geophysics. The results of this
program proved the existence of multiple sulphide veins in the central part of
the Marta vein system. This sulphide vein system discovered to date occurred
within an area of approximately 4 square kilometres (2.4 square miles). We
announced the analytical results for this 30 hole drilling program on April 16
and April 23, 2007.

In late 2007, we initiated the largest drill program ever
staged on the Pinguino property, targeting existing mineralized zones along
strike and to depth as well as new targets with little or no existing testing.
The first zone tested was Marta Centro and results released in early April 2008
confirmed the continuation of known base metal mineralization to depths further
than previously tested. Drill testing has been carried out on Marta Este, Marta
Norte, Marta Noroeste and other zones as part of the overall drill program.

During the 2007-2008 exploration program, Argentex completed
approximately 20,782.9 meters (68,185 feet) of HQ diamond drilling at Pinguino
using two independent drill contractors. A total of 15 base-metal and
precious-metal veins were tested in 151 new HQ diamond drill holes. In total,
more than 10,000 core samples have been collected and submitted to Acme
Analytical Laboratories for analysis

The last hole in the 2007-8 program, hole P269, was located in
Marta Centro and was the deepest hole ever drilled at Pinguino. It returned an
intersection of 8.85 meters (29 feet) returned 92 g/t silver and 6.55% combined
lead-zinc at a depth of approximately 400 meters (1,312 feet) below the top of
the mineralized zone. Argentex management believes this may be the deepest and
thickest mineralized intercept within the entire Deseado Massif of Santa Cruz
province.

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

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

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

Geology

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

Mineralization in the Pinguino area was discovered by a prior
owner in 1994. This prior owner made the decision to divest itself of the
property in 1998. We acquired the property in early 2004, at which time we
initiated a comprehensive work program. Our initial exploration program was
focused on an Ag epithermal deposit, but in 2005 we redefined our program in
light of our discovery that this property is of the polymetallic epithermal
deposit type.

The geological and structural settings at the Pinguino project
are atypical for the Deseado Massif. It is a dome structure produced by a deep
intrusion (>5Km) with shallower mafic apophysis. This magmatic activity (La
Leona/ Cerro León

---

11

Formations) is lower Jurassic and is intruding Triassic to
lower Jurassic volcanogenic continental sediments of El Tranquilo Group and Roca
Blanca Formation.

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

A total of 14 additional line kilometers (8.7 additional line
miles) of veins were discovered in 12 new structures. Mapped veins at the
property now covers a combined strike length of 74 kilometers (45 miles).
Mineralization has been tested and found at depth by drilling in 15 of 47 zones.
Two types of veins can be recognized.

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

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

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

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

Drill Hole
      From (m)
      To (m)
      Length (m)*
      Indium (g/t)
      Gold (g/t)
      Silver (g/t)
      Lead (%)
      Zinc (%)AREA:
        KaeP117
      25.00
      43.00
      18.00
      3
      0.02
      8.0
      0.28
      1.02P117
      33.00
      43.00
      10.00
      6
      0.02
      10.8
      0.35
      1.47P117
      36.00
      42.00
      6.00
      6
      0.02
      12.7
      0.43
      1.81AREA:
        KasiaP110
      32.80
      34.15
      1.35
      1
      0.08
      52.4
      2.63
      3.17P110
      40.05
      63.95
      23.90
      3
      0.04
      13.8
      0.67
      1.39P110
      41.05
      44.10
      3.05
      3
      0.06
      11.6
      0.58
      2.40P110
      57.42
      60.40
      2.98
      12
      0.11
      23.6
      1.05
      2.40P111
      41.90
      64.78
      22.88
      21
      0.10
      9.1
      0.51
      1.72P111
      50.55
      62.75
      12.20
      33
      0.16
      14.4
      0.80
      2.65P111
      60.36
      62.75
      2.39
      145
      0.66
      29.3
      0.81
      6.25P112
      37.10
      38.60
      1.50
      25
      0.01
      11.2
      0.74
      2.06P112
      37.10
      47.70
      10.60
      11
      0.02
      11.7
      0.37
      1.25P112
      43.50
      46.70
      3.20
      16
      0.03
      19.9
      0.57
      1.77P242
      41.00
      45.75
      4.75
      16
      0.02
      30.0
      0.43
      2.31P243
      34.60
      54.50
      19.90
      36
      0.03
      23.3
      0.52
      4.19P244
      47.50
      57.30
      9.80
      4
      0.85
      8.7
      0.36
      1.55P244
      61.00
      65.90
      4.90
      13
      0.06
      16.9
      0.45
      1.84P245
      36.26
      48.00
      11.74
      17
      0.08
      9.3
      0.48
      1.39


---

12

AREA:
        Marta CentroP001
      33.80
      37.65
      3.85
      na*
      3.92
      91.6
      na*
      na*P005
      11.85
      14.50
      2.65
      na*
      1.22
      128.0
      na*
      na*P006
      27.30
      28.87
      1.57
      na*
      0.49
      208.0
      na*
      na*P007
      43.65
      46.95
      3.30
      na*
      0.53
      93.2
      na*
      na*P010
      26.35
      36.00
      9.65
      na*
      0.41
      91.5
      na*
      na*P011
      43.90
      52.04
      8.14
      na*
      2.44
      158.7
      na*
      na*P012
      58.27
      60.34
      2.07
      na*
      2.84
      84.9
      na*
      na*P012
      72.09
      73.50
      1.41
      na*
      0.87
      193.0
      na*
      na*P013
      14.60
      17.74
      3.14
      na*
      1.22
      126.5
      na*
      na*P014
      28.09
      30.70
      2.61
      na*
      2.50
      106.8
      na*
      na*P014
      35.10
      37.80
      2.70
      na*
      4.87
      98.8
      na*
      na*P015
      53.90
      56.18
      2.28
      na*
      1.51
      67.5
      na*
      na*P016
      73.19
      76.00
      2.81
      na*
      3.83
      272.3
      na*
      na*P017
      16.54
      18.60
      2.06
      na*
      0.44
      98.2
      na*
      na*P021
      76.75
      77.15
      0.40
      na*
      12.43
      24.0
      na*
      na*P023
      43.78
      44.23
      0.45
      na*
      3.89
      131.9
      na*
      na*P023
      51.08
      53.15
      2.07
      na*
      0.79
      164.9
      na*
      na*P024
      32.00
      33.90
      1.90
      na*
      8.19
      916.7
      na*
      na*P025
      14.00
      17.38
      3.38
      na*
      1.14
      525.9
      na*
      na*P026
      23.00
      25.40
      2.40
      na*
      2.26
      620.3
      na*
      na*P026
      29.15
      32.00
      2.85
      na*
      0.70
      201.3
      na*
      na*P027
      49.20
      52.00
      2.80
      na*
      1.09
      411.8
      na*
      na*P028
      14.15
      17.00
      2.85
      na*
      0.41
      324.8
      na*
      na*P029
      33.50
      35.07
      1.57
      na*
      0.14
      393.7
      na*
      na*P029
      37.14
      39.05
      1.91
      na*
      0.36
      523.4
      na*
      na*P053
      45.70
      56.50
      10.80
      177
      0.85
      138.7
      3.02
      8.09P054
      56.00
      64.00
      8.00
      70
      0.90
      50.8
      1.06
      5.00P054
      56.00
      64.00
      8.00
      70
      0.90
      50.8
      1.06
      5.00P071
      21.70
      25.50
      3.80
      7
      0.88
      157.0
      0.70
      0.02P072
      13.20
      25.90
      12.70
      2
      0.60
      18.0
      0.54
      0.03P073
      34.90
      37.50
      2.60
      27
      5.52
      704.0
      1.28
      0.06P074
      44.65
      50.50
      5.85
      207
      1.05
      201.0
      4.34
      8.18P075
      46.90
      56.14
      9.24
      59
      0.29
      45.0
      1.83
      5.64P076
      48.00
      51.30
      3.30
      158
      0.81
      113.0
      2.52
      9.98P077
      33.75
      50.25
      16.50
      30
      0.23
      29.0
      0.39
      2.34P078
      29.50
      49.00
      19.50
      30
      0.17
      25.0
      0.48
      2.70P079
      57.57
      59.66
      2.09
      14
      0.77
      239.0
      0.78
      0.63


---

13

P080
    64.20
    72.80
    8.60
    64
    0.56
    53.0
    0.81
    4.36P081
    55.07
    70.00
    14.93
    105
    0.41
    78.0
    2.03
    6.91P082
    59.10
    71.40
    12.30
    188
    0.58
    101.0
    1.95
    9.37P082
    99.20
    117.92
    18.72
    15
    0.12
    29.0
    0.98
    1.34P083
    60.60
    70.80
    10.20
    91
    0.33
    78.0
    1.70
    6.92P084
    84.70
    96.00
    11.30
    33
    0.45
    38.0
    0.54
    3.51P085
    76.87
    91.10
    14.23
    45
    0.29
    52.0
    1.41
    4.14P086
    82.40
    97.10
    14.70
    117
    0.42
    73.0
    1.72
    7.22P087
    68.00
    182.80
    114.80
    9
    0.08
    18.0
    0.45
    1.34P087
    86.50
    98.00
    11.50
    54
    0.38
    130.0
    3.08
    6.17P088
    53.37
    67.15
    13.78
    26
    0.24
    36.0
    0.52
    2.92P089
    74.75
    87.67
    12.92
    17
    0.17
    24.0
    0.48
    2.52P090
    62.30
    76.70
    14.40
    25
    2.06
    32.0
    0.36
    1.96P091
    52.85
    69.46
    16.61
    10
    0.06
    5.0
    0.09
    1.03P092
    44.53
    55.03
    10.50
    2
    0.01
    3.0
    0.11
    0.62P093
    53.67
    60.80
    7.13
    9
    0.17
    43.0
    1.10
    3.56P122
    63.00
    66.20
    3.20
    15
    0.70
    91.0
    1.90
    5.00P123
    60.00
    68.50
    8.50
    12
    0.30
    61.0
    0.70
    0.90P126
    61.60
    67.90
    6.30
    3
    1.70
    38.0
    1.00
    2.60P130
    103.00
    108.80
    5.80
    69
    0.40
    45.0
    1.00
    3.40P131
    94.50
    114.80
    20.30
    23
    0.20
    31.0
    0.70
    3.10P132
    95.90
    108.90
    13.00
    52
    0.30
    33.0
    0.80
    4.60P133
    100.30
    169.70
    69.40
    30
    0.20
    22.0
    0.50
    2.40P134
    96.20
    114.00
    17.80
    36
    0.20
    58.0
    1.60
    3.20P135
    97.50
    109.40
    11.90
    4
    0.10
    18.0
    0.40
    1.50P136
    125.80
    135.70
    9.90
    97
    0.40
    22.0
    0.40
    4.00P138
    106.20
    127.10
    20.90
    32
    0.20
    34.0
    0.90
    3.10P139
    124.10
    129.00
    4.90
    74
    0.50
    103.0
    2.40
    6.10P140
    116.48
    123.00
    6.52
    44.7
    0.41
    103.4
    3.43
    7.07P141
    115.60
    124.70
    9.10
    4
    0.20
    73.0
    0.80
    2.00P163
    208.80
    222.32
    13.52
    46
    0.35
    50.6
    1.61
    7.91P164
    198.00
    210.70
    12.70
    60
    0.44
    141.0
    3.34
    6.05P165
    182.10
    198.85
    16.75
    18
    0.18
    50.9
    0.58
    2.45P166
    203.60
    208.10
    4.50
    15.9
    0.50
    107.6
    1.39
    6.13P167
    195.30
    206.35
    11.05
    51
    0.28
    44.3
    1.06
    5.13P168
    213.00
    221.00
    8.00
    11
    0.22
    30.7
    0.62
    2.44P169
    200.90
    212.56
    11.66
    20
    0.28
    32.0
    0.66
    3.58P170
    245.87
    256.23
    10.36
    24
    0.30
    29.5
    0.46
    2.28


---

14

P172
      251.40
      262.25
      10.85
      46
      0.34
      26.8
      0.89
      7.26P173
      246.80
      256.78
      9.98
      54
      0.46
      90.8
      2.22
      6.74P264
      72.80
      83.80
      11.00
      18
      0.11
      33.8
      0.66
      2.44P264
      91.40
      94.85
      3.45
      7
      0.53
      46.3
      0.54
      3.39P265
      86.52
      96.50
      9.98
      1
      0.21
      44.7
      0.73
      1.49P266
      104.85
      108.85
      4.00
      1
      0.06
      11.3
      0.62
      1.27P268
      227.40
      232.80
      5.40
      11
      0.70
      59.0
      1.13
      3.06P269
      364.60
      373.45
      8.85
      2
      0.35
      92.3
      2.08
      4.47AREA:
        Marta EsteP055
      50.30
      55.80
      5.50
      na*
      0.43
      80.6
      0.08
      0.04P056
      61.50
      71.60
      10.10
      na*
      1.17
      375.1
      0.16
      0.08P057
      36.60
      39.50
      2.90
      na*
      0.31
      149.2
      0.17
      0.04P057
      52.20
      54.00
      1.80
      na*
      0.87
      133.4
      1.31
      0.03P058
      31.1
      43.7
      12.6
      na*
      0.78
      108.9
      0.25
      0.05P058
      47.50
      50.10
      2.60
      na*
      0.63
      230.9
      1.22
      0.09P059
      22.10
      24.40
      2.30
      na*
      0.37
      158.2
      0.14
      0.03P059
      48.00
      62.00
      14.00
      na*
      1.74
      235.4
      1.52
      0.38P140
      115.50
      126.20
      10.70
      34
      0.30
      68.0
      2.25
      5.05P140
      169.20
      178.20
      9.00
      25
      0.10
      12.0
      0.40
      2.37P140
      190.60
      194.50
      3.90
      3
      0.10
      13.0
      0.56
      1.05P143
      73.20
      83.70
      10.50
      0
      1.10
      23.0
      0.60
      0.90P144
      87.50
      90.46
      3.00
      3
      0.20
      35.0
      2.50
      1.60P145
      65.60
      84.70
      19.10
      1
      0.80
      384.0
      1.50
      1.60P146
      63.85
      79.00
      15.20
      1
      0.40
      185.0
      1.10
      0.80P147
      62.30
      69.00
      6.70
      3
      1.50
      112.0
      2.50
      1.30P147
      74.40
      76.90
      2.50
      0.3
      5.32
      29.0
      0.75
      0.76P148
      65.05
      73.50
      8.50
      4
      0.70
      48.0
      0.20
      0.10P151
      59.60
      69.50
      9.90
      0
      0.90
      29.0
      0.10
      0.10P152
      61.40
      70.55
      9.20
      1
      1.10
      48.0
      0.07
      0.03P153
      65.10
      81.30
      16.20
      7
      2.30
      371.0
      0.20
      0.10P154
      59.10
      77.80
      18.70
      2
      1.90
      422.0
      0.10
      0.10P155
      63.90
      76.80
      12.90
      1
      0.50
      168.0
      0.65
      0.08P160
      91.00
      94.00
      3.00
      10
      1.00
      213.0
      0.31
      0.28P160
      100.60
      105.00
      4.40
      6
      0.90
      92.0
      0.42
      0.31P160
      56.81
      58.05
      1.24
      0.1
      1.24
      191.1
      0.12
      0.07P161
      85.90
      98.60
      12.70
      1
      0.50
      160.0
      2.09
      0.56P161
      38.13
      40.44
      2.31
      0
      2.57
      172.8
      0.06
      0.03P205
      160.25
      161.75
      1.50
      0.9
      3.06
      10.4
      0.79
      0.8


---

15

P206
      109.35
      111.40
      2.05
      0.3
      0.33
      269.2
      1.37
      1.75P206
      116.00
      121.75
      5.75
      1.4
      0.52
      75.0
      1.09
      1.94P206
      118.10
      119.4
      1.30
      5.1
      0.96
      192.5
      2.19
      5.28P206
      118.10
      120.96
      2.86
      2.6
      0.78
      113.2
      1.14
      3.05P208
      104.32
      112.95
      8.63
      4
      0.55
      164.7
      1.14
      5.09P209
      145.50
      150.00
      4.50
      8
      0.35
      168.4
      0.60
      4.98P209
      145.50
      150.00
      4.50
      7.7
      0.35
      168.4
      3.92
      4.98P209
      145.50
      150.00
      4.50
      7.7
      0.35
      168.4
      0.6
      4.98P210
      106.00
      112.95
      6.95
      1
      0.27
      26.4
      0.94
      1.85P211
      142.60
      145.78
      3.18
      2
      0.14
      14.7
      0.33
      2.59P211
      164.70
      170.30
      5.60
      0
      0.09
      14.4
      0.68
      0.91P211
      175.00
      177.50
      2.50
      2
      0.31
      47.2
      1.78
      2.40P212
      65.64
      66.67
      1.03
      0
      1.42
      302.0
      0.13
      0.09P214
      119.12
      121.47
      2.35
      8
      0.87
      250.2
      0.35
      0.39P215
      157.74
      160.7
      2.96
      6.2
      1.11
      27.3
      0.42
      0.68P215
      157.74
      162.63
      4.89
      8
      0.91
      21.1
      0.40
      0.61P217
      157.00
      163.74
      6.74
      19
      1.65
      245.0
      1.73
      3.82P217
      157.00
      161.96
      4.96
      22.2
      2.17
      314.0
      2.13
      4.76P221
      164.20
      172.10
      7.90
      20
      0.33
      74.2
      1.46
      3.08P225
      127.24
      130.71
      3.47
      13
      0.25
      58.4
      1.20
      2.57P227
      152.62
      162.08
      9.46
      24
      0.29
      127.2
      2.00
      4.36P227
      42.00
      50.00
      8.00
      0
      1.24
      1.4
      0.03
      0.02P227
      172.08
      174.08
      2.00
      2.3
      0.14
      43.1
      1.27
      1.46P227
      231.68
      233.66
      1.98
      0.1
      0.94
      1.6
      0.04
      0.19P227
      240.60
      242.55
      1.95
      1
      2.25
      35.3
      0.67
      1.84P229
      16.70
      19.45
      2.75
      22
      1.12
      255.7
      0.26
      0.16P232
      221.30
      230.95
      9.65
      2
      0.15
      34.3
      1.76
      3.27P233
      215.25
      220.50
      5.25
      1
      0.48
      32.9
      0.96
      2.09P234
      204.50
      211.25
      6.75
      9
      0.32
      37.8
      1.17
      3.96AREA:
        Marta NoroesteP060
      42.60
      44.60
      2.00
      na*
      1.42
      2.6
      0.01
      0.01P061
      24.60
      25.60
      1.00
      na*
      0.06
      107.4
      0.15
      0.03P062
      47.50
      52.30
      4.80
      na*
      0.18
      74.1
      0.04
      0.01P062
      63.00
      69.30
      6.30
      na*
      2.11
      60.3
      0.06
      0.01P196
      79.18
      79.60
      0.42
      na*
      251.26
      >100
      0.51
      0.16P197
      99.15
      100.50
      1.35
      0
      6.99
      773.5
      0.15
      0.11AREA:
        Marta NorteP031
      43.60
      46.50
      2.90
      na*
      0.56
      509.3
      na*
      na*


---

16

P032
      28.30
      37.10
      8.80
      na*
      0.90
      1094.9
      na*
      na*P063
      52.00
      54.00
      2.00
      na*
      0.28
      466.9
      0.07
      0.01P064
      41.00
      48.00
      7.00
      na*
      0.26
      241.2
      0.71
      0.01P065
      57.40
      59.40
      2.00
      na*
      0.04
      67.0
      0.05
      0.19P066
      31.00
      35.00
      4.00
      na*
      0.10
      118.0
      0.06
      0.05P067
      14.90
      16.20
      1.30
      na*
      0.26
      173.6
      0.12
      0.09P068
      20.90
      22.20
      1.30
      na*
      0.18
      224.0
      0.04
      0.03P068
      48.60
      50.50
      1.90
      na*
      0.21
      277.0
      0.79
      0.58P069
      42.70
      45.30
      2.60
      na*
      0.18
      191.0
      0.21
      0.05P070
      30.00
      36.20
      6.20
      na*
      0.15
      100.0
      0.14
      0.02P174
      71.10
      75.10
      4.00
      0
      0.21
      403.7
      0.99
      0.47P176
      67.90
      71.50
      3.60
      0
      0.75
      245.5
      2.07
      0.26P177
      87.05
      90.48
      3.43
      0
      0.31
      180.7
      8.27
      0.25P178
      77.35
      80.20
      2.85
      0
      0.20
      274.3
      0.14
      0.17P183
      85.00
      93.10
      8.10
      0
      0.38
      178.1
      0.70
      0.70P183
      114.70
      115.75
      1.05
      1
      0.09
      151.2
      1.01
      5.79AREA:
        Marta SurP040
      37.20
      41.71
      4.51
      na*
      0.50
      168.2
      na*
      na*P040
      40.20
      41.71
      1.51
      na*
      1.16
      375.0
      na*
      na*P041
      47.25
      58.95
      11.70
      na*
      0.55
      134.6
      na*
      na*P041
      57.50
      58.95
      1.45
      na*
      1.15
      175.0
      na*
      na*P044
      47.00
      51.65
      4.65
      na*
      2.62
      37.6
      na*
      na*P044
      56.64
      62.50
      5.86
      na*
      4.79
      23.6
      na*
      na*P044
      57.25
      59.90
      2.65
      na*
      8.69
      37.2
      na*
      na*P051
      42.00
      43.20
      1.20
      na*
      1.68
      16.0
      0.01
      0.04P051
      50.90
      51.90
      1.00
      na*
      1.55
      33.4
      0.01
      0.03P052
      66.80
      82.40
      15.60
      na*
      0.23
      21.0
      0.01
      0.08AREA:
        SavaryP115
      28.30
      28.80
      0.50
      1
      1.08
      45.0
      1.59
      0.47P116
      37.70
      39.70
      2.00
      33
      0.72
      35.3
      0.84
      2.48P256
      39.42
      42.85
      3.43
      30.1
      0.88
      39.5
      0.67
      2.4P257
      17.65
      19.65
      2.00
      2.6
      1.97
      11.2
      0.10
      0.05P257
      25.65
      29.55
      3.90
      16.4
      0.87
      20.1
      6.02
      0.04P262
      41.00
      45.00
      4.00
      17.8
      1.42
      5.2
      0.10
      0.03P262
      65.00
      68.78
      3.78
      1.2
      2.21
      3.0
      0.10
      0.04AREA:
        SoniaP113
      31.45
      33.30
      1.85
      121
      0.73
      273.6
      5.33
      12.35P113
      31.45
      56.00
      24.55
      21
      0.17
      30.2
      0.58
      1.56


---

17

P118
      18.47
      19.03
      0.56
      13
      0.03
      14.6
      0.95
      0.07P118
      31.10
      34.40
      3.30
      1
      0.87
      45.3
      0.48
      0.08AREA:
        YvonneP046
      54.50
      56.07
      1.57
      37
      2.29
      50.9
      0.09
      1.76P046
      66.44
      67.60
      1.16
      31
      0.89
      15.0
      0.09
      1.54P047
      40.20
      41.70
      1.50
      152
      2.55
      22.3
      0.49
      5.65P047
      65.40
      66.95
      1.55
      14
      2.06
      8.3
      0.04
      0.50P047
      69.00
      71.50
      2.50
      31
      1.40
      47.1
      0.10
      1.17P048
      19.30
      24.24
      4.94
      20
      6.68
      49.9
      0.16
      0.14P048
      22.30
      23.30
      1.00
      73
      30.64
      100.0
      0.57
      0.31P049
      82.25
      84.50
      2.25
      48
      3.54
      40.6
      0.12
      0.64P050
      37.00
      38.40
      1.40
      80
      5.20
      101.9
      0.24
      1.73P050
      50.30
      72.48
      22.18
      na*
      na*
      na*
      0.06
      0.55P095
      35.37
      36.37
      1.00
      107
      8.00
      95.0
      0.34
      0.51P096
      28.50
      35.15
      6.65
      15
      2.38
      54.0
      0.11
      0.03P097
      27.25
      30.37
      3.12
      17
      1.44
      31.0
      0.38
      0.04P097
      39.33
      39.83
      0.50
      81
      2.30
      96.0
      0.34
      2.87P098
      17.75
      18.46
      0.71
      48
      2.37
      35.0
      0.05
      0.41P101
      56.18
      60.18
      4.00
      69
      3.06
      41.0
      0.12
      1.49P102
      52.56
      57.40
      4.84
      71
      1.98
      61.0
      0.21
      2.16P106
      76.07
      77.43
      1.36
      82
      3.64
      75.9
      0.12
      0.98P107
      71.90
      97.10
      25.20
      12
      0.48
      7.0
      0.05
      0.69P108
      44.98
      84.17
      39.19
      11
      0.53
      9.0
      0.06
      0.56P109
      65.05
      67.05
      2.00
      28
      1.81
      16.7
      0.02
      0.39P109
      71.05
      74.86
      3.81
      22
      1.22
      18.3
      0.06
      0.93AREA:
        Yvonne NorteP103
      36.10
      38.15
      2.05
      14
      0.10
      12.8
      0.12
      1.36P103
      49.00
      63.45
      14.45
      13
      0.13
      5.8
      0.13
      1.08P103
      51.48
      52.60
      1.12
      118
      0.39
      29.8
      0.33
      4.78P104
      20.70
      31.60
      10.90
      15
      0.14
      11.8
      0.07
      0.02P105
      50.35
      51.85
      1.50
      33
      4.48
      72.6
      0.36
      0.42P105
      50.35
      61.30
      10.95
      10
      1.06
      16.9
      0.10
      0.17P105
      55.90
      56.46
      0.56
      34
      5.49
      68.4
      0.10
      0.11AREA:
        Yvonne SurP094
      25.60
      29.10
      3.50
      56
      0.71
      268.6
      2.22
      0.04P099
      43.40
      45.40
      2.00
      37
      0.16
      11.0
      0.20
      1.39P100
      33.50
      36.00
      2.50
      11
      1.13
      13.0
      0.03
      0.06P100
      42.00
      46.00
      4.00
      34
      0.89
      48.2
      0.07
      0.32


---

18

P100
      71.30
      79.30
      8.00
      51
      0.51
      13.5
      0.35
      2.46P200
      38.63
      52.90
      14.27
      34
      0.26
      41.5
      1.43
      4.07P200
      70.38
      81.28
      10.90
      33
      0.25
      130.2
      6.49
      7.89P251
      47.40
      58.40
      11.00
      5
      0.08
      11.4
      0.51
      1.32P252
      43.70
      63.90
      20.20
      4
      0.08
      18.2
      0.87
      2.19P252
      81.70
      93.95
      12.25
      2
      0.04
      8.5
      0.42
      1.27AREA:
        Yvonne Sur-MarcellaP200
      69.84
      82.33
      12.49
      31
      0.25
      119.7
      6.05
      7.39P200
      89.05
      97.00
      7.95
      5
      0.04
      10.5
      0.47
      1.41P200
      101.50
      109.98
      8.48
      14
      0.06
      35.1
      1.40
      3.25P249
      46.00
      49.40
      3.40
      11
      0.03
      21.5
      0.90
      0.98


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

Physiography

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

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

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

Accessibility

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

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

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

Infrastructure

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

---

19

Budget

We intend to spend approximately $506,000 on our Pinguino property
  over the 12 month period ending April 30, 2010. During this period, we hope
  to complete a National Instrument 43-101 compliant resource calculation, complete
  preliminary metallurgical testing and begin work on a preliminary economic assessment
  or scoping study of selected targets within the Pinguino property, such as the
  silver-rich Marta Norte area.

There are no known reserves on the Pinguino property and any
proposed program by us is exploratory in nature. We have not conducted a
significant amount of drilling in targeted areas on the Pinguino property,
testing our proposed geological model of mineral deposition. We have not
conducted any economic assessment or development or mining work on the Pinguino
property. We plan to review these mineral claims after each work program and, if
warranted, undertake further exploration activities. We are presently in the
exploration stage and there is no assurance that a commercially viable mineral
deposit, a reserve, exists in the Pinguino property until further exploration is
done and a comprehensive evaluation concludes economic and legal feasibility.

Santa Cruz Properties

Acquisition

We own interests in 23 additional mineral claims in the Santa
Cruz Province of Argentina that form two groups, or properties. We refer to one
of these groups of mineral claims, consisting of 17 claims, as the Santa Cruz
properties. We refer to the remaining six mineral claims as the El Condor
property. These claims collectively cover approximately 68,608 hectares.

The Santa Cruz Properties are described as follows:

Expediente No.
    
    
    SizeProperty Name
    (File No.)
    Registered Holder
    Claim Type
    (Hectares)Diamante 1
    407.929/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    2,900Diamante 2
    407.928/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2,850CV Norte
    407.935/03
    SCRN Properties
      Ltd.
    Cateo
    4,177MD Norte 1
    404.213/07
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2177Boreal
    408.338/06
    SCRN Properties Ltd.
    Cateo
    3484CV 1
    407.931/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    3,000CV2
    407.930/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,000CV 3
    407.932/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    3,000La Leona
    407.220/03
    SCRN Properties Ltd
    Cateo
    4400La Leona 1
    404.214/07
    SCRN Properties
      Ltd
    Manifestacion
      de Descubrimiento
    2400Cerro Contreras
    407.182/03
    SCRN Properties Ltd.
    Cateo
    5,875Nuevo Oro 1
    407.933/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    2,903Nuevo Oro 2
    407.934/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    2,951Merlot 1
    407.077/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    2,200Cabernet 1
    406.860/03
    SCRN Properties Ltd.
    Manifestacion de
      Descubrimiento
    3,777Cabernet 2
    406.859/03
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    2,981


---

20

Plata Leon
    407.423/06
    SCRN Properties Ltd.
    Cateo
    10,000


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

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

We acquired the Diamante 1 and CV2 Manifestacions de
Descubrimiento pursuant to a mineral property acquisition agreement dated
February 20, 2004 with Storm Cat Energy Corp., whereby we also acquired three
additional manifestations of discovery located in the Rio Negro Province of
Argentina and discussed at page 23, below, under the heading Rio Negro
Properties.

We paid to Storm Cat Energy Corp. the sum of approximately
$7,528 for all of these manifestations of discovery. At the time of this
acquisition in February, 2004, Storm Cat Energy Corp. was an affiliate of
Christopher Dyakowski, our former President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and director.

Our El Condor property is described as follows:

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


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

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

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

There are no known commercially viable mineral resources (known
as a reserve) on our Santa Cruz property or our El Condor property. Any
proposed program by us is exploratory in nature and we have not conducted any
significant exploration

---

21

activities on these properties. We plan to review these mineral
claims and, if warranted, undertake further exploration activities but we cannot
give any assurance that either of these properties will warrant further
exploration activities.

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

Sample
    Easting
    Northing
    Sample type
    Au
    Ag
    Cu
    Pb
    Zn
    As
    Sbppm
    ppm
    ppm
    ppm
    ppm
    ppm
    ppm404968
    2525522
    4761553
    Float
    0.036
    5.0
    30.9
    55.7
    345
    537
    8.0404969
    2525444
    4761455
    Float
    0.110
    1.5
    14.9
    26.0
    127
    258
    3.7404970
    2525940
    4761378
    0.6 m composite
    0.074
    0.5
    4.4
    15.9
    81
    104
    2.1404971
    2526385
    4761595
    1.6 m chip
    0.005
    1.8
    23.7
    84.8
    80
    181
    1.9404972
    2526688
    4761650
    10 m composite
    na
    0.8
    7.5
    135.1
    93
    170
    7.3404973
    2526696
    4761600
    3 m chip
    0.013
    0.8
    4.5
    403.9
    36
    183
    4.3404974
    2526700
    4761524
    10 m composite
    0.011
    5.5
    27.8
    2128.0
    87
    1112
    18.3404975
    2526703
    4761481
    3 m chip
    0.010
    7.4
    77.6
    1078.2
    185
    989
    26.8404976
    2526695
    4761431
    10 m composite
    0.006
    4.7
    20.6
    587.7
    89
    420
    9.5404977
    2526543
    4762044
    Composite
    <0.005
    7.1
    27.0
    702.9
    178
    562
    11.3404978
    2526629
    4761976
    1.3 m chip
    0.006
    2.6
    26.3
    257.2
    139
    302
    2.4404979
    2526597
    4761958
    0.45 m chip
    <0.005
    0.9
    20.3
    314.9
    174
    353
    2.6404980
    2526597
    4761958
    1.9 m chip
    0.011
    1.2
    17.2
    356.7
    168
    305
    3.0404981
    2526574
    4761944
    0.3 m chip
    0.007
    1.4
    13.5
    300.5
    231
    228
    2.8404982
    2526803
    4761885
    4.5 m Composite
    <0.005
    0.6
    6.0
    91.3
    76
    194
    7.6404983
    2526861
    4762018
    Grab
    <0.005
    2.2
    6.3
    187.7
    71
    241
    8.5404984
    2526655
    4761280
    2.2 m chip
    <0.005
    0.7
    6.6
    115.8
    72
    216
    5.5404985
    2526655
    4761280
    2.8 m chip
    <0.005
    0.6
    4.8
    25.5
    54
    92
    1.6404986
    2526648
    4761323
    1 m chip
    <0.005
    0.2
    3.9
    35.8
    71
    111
    2.5404987
    2525850
    4758729
    1.2 m chip
    0.054
    7.5
    27.8
    113.9
    717
    157
    7.8


Access

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

---

22



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

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

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

---

23

History

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

Regional Geology

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

Budget

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

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

Rio Negro Properties

Acquisition and Location

We own interests in two cateos and 10 manifestacions de
descubrimiento located in the Los Menucos epithermal gold district of Rio Negro
province. These Rio Negro properties cover 46,028 hectares and are described as
follows:

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


---

24

Property Name
    Expediente No.
    Registered Holder
    Claim Type
    Size(File No.)
    
    
    (Hectares)Pilquin 13
    28.043-M-2003
    SCRN Properties
      Ltd.
    Manifestacion
      de Descubrimiento
    2,965


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

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

The Pilquin 12 and 13 manifestations of discovery were acquired
pursuant to our mineral property acquisition agreement dated February 20, 2004
with Storm Cat Energy Corp., discussed above, at page 19, in which we also
acquired two additional manifestations of discovery located in Santa Cruz
province.

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

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

Access

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

---

25



Our Work on the Rio Negro Properties to Date

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

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


---

26

Six samples on Pilquin 9 vein #2118911
      4.98
      7.42
      6.38
      11.5
      3.6
      0.45
      0.16
      0.022118912
      6.64
      20.49
      55.98
      24.5
      9.8
      1.07
      6.66
      0.061118913
      5.76
      10.53
      12.56
      22.8
      14.1
      0.62
      0.58
      0.013118914
      15.64
      9.76
      6.02
      8.3
      12
      0.54
      3.92
      0.071118915
      16.48
      7.1
      9.02
      7.3
      20.4
      0.91
      0.87
      0.035118916
      5.15
      7.16
      6.41
      13.6
      4.5
      0.52
      0.81
      0.009


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

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

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

Quality assurance and Quality Control

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

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

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

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

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

---

27

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

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

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

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

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

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

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

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

Regional Geology

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

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

Budget

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

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

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28

British Columbia Properties

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

During the 12 months ending April 30, 2010, we intend to focus
our exploration activities almost entirely on our Pinguino property. We will
require a minimum of approximately $1,196,000 to proceed with our plan of
operation over the next 12 months, exclusive of any acquisition or development
costs but including administrative and exploration costs and repayment of debt.
We had cash in the amount of $108,560 and a working capital deficit of $238,084
as of January 31, 2009. Since January 31, 2009, we have raised additional
proceeds of approximately $493,500 from the exercise of stock options and the
completion of a private placement sale of equity securities. We believe that
cash on hand as of the date of filing of this annual report on Form 10-K is not
sufficient to fund our currently budgeted operating requirements for the next 12
months. We plan to raise any required funds through sales of our securities but
we do not currently have any arrangements in place and there can be no assurance
that we can successfully raise the capital needed to pursue our plans for the
year.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended January 31, 2009.

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29

PART II

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

Market for Securities

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

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

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

The following table reflects the high and low bid information
for our common stock for each fiscal quarter during the fiscal year ended
January 31, 2009 and 2008. The bid information was obtained from Stockwatch and
reflects inter-dealer prices, without retail mark-up, markdown or commission,
and may not necessarily represent actual transactions.

OTCBB
      TSX
        Venture Exchange(1)Quarter Ended
      High
      Low
      High
      LowJanuary 31, 2007
      $1.81
      $1.23
      N/A
      N/AApril 30, 2007
      $1.57
      $1.02
      N/A
      N/AJuly 31, 2007
      $1.52
      $1.18
      N/A
      N/AOctober 31, 2007
      $1.40
      $0.98
      N/A
      N/AJanuary 31, 2008
      $1.48
      $1.02
      N/A
      N/AApril 30, 2008
      $1.83
      $1.25
      N/A
      N/AJuly 31, 2008
      $1.30
      $0.91
      $1.01
      $1.01October 31, 2008
      $1.05
      $0.13
      $1.10
      $0.50January 31, 2009
      $0.36
      $0.07
      $0.45
      $0.02


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

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

Holders of our Common Stock

As of April 29, 2009, there were 74 holders of record of our
common stock. As of such date, 34,268,887  of our common shares were issued and
outstanding.

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30

Dividends

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

Recent Sales of Unregistered Equity Securities

On March 20, 2008, we completed a brokered private placement
and issued 2,116,000 units for gross proceeds of $2,645,000. Each unit consisted
of one common share and one-half of one non-transferable share purchase warrant
exercisable at $1.60 for a period of 18 months. We paid a cash commission of
$185,180 to an agent for services rendered in the transaction. The agent applied
$92,500 of this cash commission towards the purchase of an additional 74,000
units (issued for the same unit price and on the same terms as the units issued
in the brokered private placement). We issued these securities to non U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

On March 20, 2008, we issued an aggregate of 190,440 agents
warrants to the agent and a co-operating broker as a commission for the proceeds
raised by the agent and the co-operating broker in the brokered private
placement referred to above. Each agents warrant entitles the holder to
purchase one common share of our company at an exercise price of $1.30 for a
period of 18 months. We issued these securities to non U.S. persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On March 20, 2008, we completed a private placement and issued
80,000 units for gross proceeds of $100,000. Each unit consisted of one common
share and one-half of one non-transferable share purchase warrant exercisable at
$1.60 for a period of 18 months. We paid a finders fee of $5,000 in cash to a
finder. We issued these securities to non U.S. persons (as that term is defined
in Regulation S of the Securities Act of 1933) in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On March 25, 2008, we completed a brokered private placement
and issued 884,000 units for gross proceeds of $1,105,000. Each unit consisted
of one common share and one-half of one non-transferable share purchase warrant
exercisable at $1.60 for a period of 18 months. We paid a cash commission of
$77,350 to an agent for services rendered in the closing of this private
placement. We issued these securities to non U.S. persons (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On March 25, 2008, we issued an aggregate of 79,560 agents
warrants to the agent and a co-operating broker as a commission for the proceeds
raised by the agent and the co-operating broker in the brokered private
placement referred to above. Each agents warrant entitles the holder to
purchase one common share of our company at an exercise price of $1.30 for a
period of 18 months. We issued these securities to non U.S. persons (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On March 25, 2008, we issued 25,000 share purchase warrants to
a Canadian agent as part of the consideration for the Canadian agents services
in acting as our sponsor to the Canadian TSX Venture Stock Exchange. These share
purchase warrants entitle the holder to purchase one share of our common stock
at a price of $1.34 until March 25, 2009. We issued these securities to a non
U.S. person (as that term is defined in Regulation S of the Securities Act of
1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of
the Securities Act of 1933.

On October 28, 2008, we granted stock options to one of our
consultants to purchase 150,000 shares of our common stock. These options were
granted pursuant to our 2007 Stock Option Plan with an exercise price of
Cdn$0.35 per share and a term of five (5) years. We issued these securities to a
non U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2)
of the Securities Act of 1933.

On January 14, 2009, we sold three non-interest bearing convertible debentures, each in the face amount of US$50,000, to three arms-length investors for aggregate gross proceeds of US$150,000. Each convertible debenture is convertible into units at a conversion price of US$0.10 per unit. Each unit will consist of one common share and one non-transferable common share purchase warrant. Each of the share purchase warrants forming part of a unit upon conversion will entitle the holder to purchase one additional common share of the company at an exercise price of US$0.15 until they expire on the earlier of the

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31

date that is: (i) five years from the date the convertible debenture was issued and (ii) two years from the date that the convertible debenture is converted and the share purchase warrant is issued. We issued the securities to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

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

On February 10, 2009, we granted stock options to three of our
directors, two employees and one investor relations consultant to purchase an
aggregate of 1,385,000 shares of our common stock at an exercise price of $0.37
per share, for a term expiring February 10, 2014. The options are to vest in
four installments over a one-year period, with each installment equal to 25% of
the total number of options granted to each optionee. The grant is subject to
acceptance by the TSX Venture stock exchange and the execution of stock option
agreements by the grantees. All six of the grantees are non-U.S. persons (as
that term is defined in Regulation S of the Securities Act of 1933), and we
issued all of these options in offshore transactions relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

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

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

On April 24, 2009, we sold 1,478,334 units to eight investors
at a purchase price of $0.30 per unit for aggregate gross proceeds of
approximately $443,500. Each unit consisted of one share of our common stock and
one non-transferable unit warrant. Each unit warrant entitles the holder to
purchase one additional share of our common stock for a purchase price of $0.45
until April 24, 2011. All eight of the investors are not U.S. persons (as that
term is defined in Regulation S promulgated under the Securities Act of 1933)
and this transaction took place outside of the United States and, in issuing
these units, we relied on Regulation S and/or Section 4(2) of the Securities Act
of 1933.

Securities Authorized for Issuance Under Equity Compensation
Plans

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

Stock Option Plans

On February 16, 2005 our board of directors approved our 2005
Incentive Stock Plan, or 2005 Incentive Plan. Under the 2005 Incentive Plan,
options may be granted only to our directors, officers, employees and
consultants as determined by our board of directors. Pursuant to the Plan, we
reserved for issuance 2,500,000 shares of our common stock. As at January 31,
2009, there were 10,000 shares of our common stock still available for future
grant under the plan.

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

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

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32

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

On February 10, 2009, we granted stock options to three of our
directors, two employees and one investor relations consultant to purchase an
aggregate of 1,385,000 shares of our common stock at an exercise price of $0.37
per share, for a term expiring February 10, 2014. The options are to vest in
four installments over a one-year period, with each installment equal to 25% of
the total number of options granted to each optionee. The grant is subject to
acceptance by the TSX Venture stock exchange and the execution of stock option
agreements by the grantees.

As of January 31, 2009, there were 5,412,310 shares of our
common stock still available for future grant under the 2007 Stock Option Plan.

The following table summarizes certain information regarding
our equity compensation plans as at January 31, 2009:

Plan Category
      Number of Securities to be Issued Upon Exercise
      of Outstanding Options, Warrants and Rights
      Weighted-Average Exercise Price of
      Outstanding Options, Warrants and Rights
      Number of Securities Remaining Available for
      Future Issuance Under Equity Compensation
      Plans (Excluding Securities Reflected in
      Column)Equity compensation plans approved by security holders
    Nil
    Nil
    Nil2005 Stock Option Plan (an equity compensation plan not
      approved by security holders)
    1,623,334
    $0.48
    10,0002007 Stock Option
      Plan (an equity compensation plan approved by security holders)
    250,000
    $0.66
    5,412,310Total
    1,853,334
    $0.50
    5,422,310


Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended January 31, 2009.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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

Overview

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

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33

Plan of Operations

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. We currently
hold interests in mineral properties located in the Rio Negro and Santa Cruz
provinces of Argentina. One of the properties located in the Santa Cruz province
of Argentina consists of a group of claims that we refer to as the Pinguino
property and we have concentrated almost all of our recent exploration efforts
on this property. During the next year we intend to continue to focus our
exploration efforts primarily on the Pinguino property but, given the current
state of the mineral industry and the securities markets in general and our
share price in particular, we believe that we will find it difficult to raise
money to fund exploration until the markets recover. Because we have
traditionally funded our exploration programs through the sale of our equity
securities, we believe that, even if we could secure financing through the sale
of equity in the current economic climate, the resulting dilution to our
existing shareholders would be extreme. Therefore, we have decided to
temporarily reduce our exploration expenditures on all of our properties,
including the Pinguino property, and base our plan of operations for the next 12
months on the assumption that during this period we will budget only for the
maintenance of our mineral properties and other less expensive methods of
exploration and property advancement. When more cash intensive exploration is
economically feasible, we intend to continue the advancement of our Pinguino
property using a combination of geophysics, soil geochemistry, trenching and
drilling, testing the limits of known mineralization as well as new target
testing.

Cash Requirements

We anticipate that we will incur the following expenses during
the 12 month period ending April 30, 2010:

Estimated
        Funding Required During the Next 12 MonthsExpense
      AmountMineral exploration
        expenses and holding costs
      $506,000General and administrative expenses, including investor relations
      $528,000Repayment of Debt
      $162,000Total
      $1,196,000Cash on hand,
        April 30, 2009, estimated
      $277,000Estimated excess of cash requirements over cash resources
      $919,000


On October 14, 2008, we borrowed $150,000 from one investor in
an unsecured loan transaction evidenced by a simple promissory note pursuant to
which we are required to repay the principal amount, together with simple
interest at a rate of 8%, on demand, provided that the investor has agreed that
he will not demand repayment until on or after October 15, 2009. As the investor
could demand repayment of this debt at any time on or after October 15, 2009, we
have included this contingency in our budget for the next 12 months, though we
have no reason to believe that demand will actually be made during this period.

On January 14, 2009, we sold three convertible debentures, each
in the face amount of US$50,000, to three arms-length investors for aggregate
gross proceeds of US$150,000. Each convertible debenture is convertible into
units at a conversion price of US$0.10 per unit. Each unit will consist of one
common share and one non-transferable common share purchase warrant. Each of the
share purchase warrants forming part of a unit upon conversion will entitle the
holder to purchase one additional common share of the company at an exercise
price of US$0.15 until they expire on the earlier of the date that is: (i) five
years from the date the convertible debenture was issued and (ii) two years from
the date that the convertible debenture is converted and the share purchase
warrant is issued. The convertible debentures provide for repayment on demand
but demand cannot be made until January 14, 2010. As the investor could demand
repayment of this debt at any time on or after January 14, 2010, we have
included this contingency in our budget for the next 12 months, though we have
no reason to believe that demand will actually be made during this period.

We recorded a net loss of $4,527,832 for the year ended January
31, 2009 and have an accumulated deficit of $14,420,634 since inception. As at
January 31, 2009, we had cash in the amount of $108,560. Since January 31, 2009,
we have raised additional amounts through the exercise of stock options and the
sale of equity securities in an aggregate amount of

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34

approximately $493,500, but our cash on hand as at the date of
this annual report on Form 10-K, of approximately $277,000, is not sufficient to
fund our budgeted operating requirements for the next 12 months. In addition,
our budget could increase during the year in response to matters that are not
aware of at the date of this quarterly report. Regardless of whether our budget
remains the same or increases during the year, we do not have enough money to
fund our budgeted requirements and we will have to raise additional funds. We
have historically raised capital to fund our activities through the sale of debt
or equity securities and we plan to raise any required funds through sales of
our securities. We do not currently have any financing arrangements in place and
there can be no assurance that we will be able to finance our proposed
operations for the coming year.

Revenue

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

Expenses

Our operating results for the years ended January 31, 2009 and
2008 and the changes between those periods for the respective items are
summarized as follows:

Change betweenYear Ended
    
    
    Year Ended
    
    
    period endedJanuary 31,
    
    
    January 31,
    
    
    January 31, 20092009
    
    
    2008
    
    
    and January 31,(audited)
    
    
    (audited)
    
    
    2008Mineral exploration
    $
    3,123,497
    
    $
    1,519,066
    
    $
    1,604,431activitiesStock-based
    $
    147,133
    
    $
    1,130,676
    
    $
    (983,543
    )compensationOther general &
    $
    1,257,205
    
    $
    1,038,825
    
    $
    218,633administrative


Liquidity and Financial Condition

Working Capital

|                          | Year Ended       | Year Ended       | Change between period     
|------------------------- | ---------------- | ---------------- | --------------------------
|                          | January 31, 2009 | January 31, 2008 | ended January 31, 2009 and
|                          | (audited)        | (audited)        | January 31, 2008          
|Current Assets            | $128,246         | $875,795         | $(747,549)                
|Current Liabilities       | $366,330         | $496,487         | $(130,157)                
|Working Capital (deficit) | $(238,084)       | $379,308         | $(617,392)                

Cash Flows

|                                                    |                  |                  | Change between      
|--------------------------------------------------- | ---------------- | ---------------- | --------------------
|                                                    | Year Ended       | Year Ended       | period ended        
|                                                    | January 31, 2009 | January 31, 2008 | January 31, 2009 and
|                                                    | (audited)        | (audited)        | January 31, 2008    
|Cash Flows used in Operating
      Activities       | $(4,741,175)     | $(2,536,822)     | $(2,204,353)        
|Cash Flows used in Investing Activities             | $(19,591)        | $(24,948)        | $5,357              
|Cash Flows provided by
      Financing Activities   | $4,024,107       | $2,505,440       | $1,518,667          
|                                                    |                  |                  |                     
|Net Increase (Decrease) in
      Cash During Period | $(736,659)       | $(56,330)        | $(680,329)          

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35

At January 31, 2009, our total assets were $165,091, which
consisted primarily of cash of $108,560, prepaid expenses of $16,007 and
equipment of $36,845.

Current liabilities for the year ended January 31, 2009 were
$366,330, a 26% decrease as compared to the balance as at January 31, 2008,
primarily as a result of a reduction in trade accounts payable net of borrowings
due within one year.

The principal components of the loss for the year ended January
31, 2009 were mineral property interests, professional fees, consulting fees,
and office and sundry expenses.

Operating expenses for the year ended January 31, 2009
increased by 23% as compared to the comparative period in 2008 primarily as a
result of increased expenditures on mineral property interests and professional
fees, offset by a significant reduction in stock-based compensation.

Product Research and Development

We do not anticipate that we will spend any significant sums on
research and development over the twelve month period ending April 30, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending April 30, 2010.

Employees

As of January 31, 2009, our company did not have any employees,
but our subsidiary, SCRN Properties Ltd., employs one person on a full-time
basis as its legal representative in Argentina. Our President, our Chief
Financial Officer and our part-time bookkeeper all provide services pursuant to
consulting contracts. None of our consultants, including our Chief Financial
Officer but excluding our President, are required by the terms of their
consulting agreements to spend all of their time on our affairs. Our President
is required to spend substantially all of his working time on our affairs.

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

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

Going Concern

We have not generated any revenue from operations since our
incorporation. During the year ended January 31, 2009, we incurred a net loss of
$4,527,835. From inception through January 31, 2009, we have incurred an
aggregate loss of $14,420,634. We anticipate that we will continue to incur
operating expenses without revenues for the foreseeable future. On January 31,
2009, we had cash and cash equivalents in the amount of approximately $108,560.
Since January 31, 2009, we have raised, through the exercise of stock options
and the sale of equity securities, an aggregate amount of approximately
$493,500, but we have also incurred expenses against which we have applied some
of these funds and, at April 30, 2009, we had cash on hand of approximately
$277,000. We estimate that our operating expenses, including mineral exploration
costs, will be approximately $1,196,000. Therefore, we believe that cash on hand
as of the date of filing of this annual report on Form 10-K is not sufficient to
fund our currently budgeted operating requirements for the 12 month period
ending April 30, 2010. Furthermore, our budget could increase in response to
field conditions, drill results and other matters that cannot be currently
anticipated and we might find that we need to raise even more capital in order
to properly address these items. As we cannot assure a lender that we will be
able to successfully explore and develop our mineral properties, we will
probably find it difficult to raise debt financing from traditional lending
sources. We have traditionally raised our operating capital from sales of equity
and debt securities, but there can be no assurance that we will continue to be
able to do so. We do not currently have

---

36

any arrangements for any such financing in place, nor can we
provide any assurance that we will be able to arrange any such financing. If
adequate working capital is not available we may not be able to continue our
operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. Our consolidated financial statements for the year
ended January 31, 2009 were prepared assuming that we will continue as a going
concern. This contemplates that assets will be realized and liabilities and
commitments satisfied in the normal course of business. In the notes to our
financial statements for the year ended January 31, 2009, our independent
auditors included an explanatory paragraph expressing concern about our ability
to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Use of Estimates

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

Basic and Diluted Net Income (Loss) Per Share

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

Cash and Cash Equivalents

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

Mineral Properties

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

Financial Instruments

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

RECENTLY ENACTED ACCOUNTING STANDARDS

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities  Including an Amendment
of FASB Statement No. 115. This statement permits entities to choose to measure
many financial

---

37

instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007,
or our fiscal year beginning January 1, 2008. Early adoption is permitted as of
the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provision of SFAS No. 157, Fair
Value Measurements. We adopted SFAS No. 159 on February 1, 2008, with no
material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles which sets out the framework for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with US GAAP. Up to now, the US GAAP hierarchy
has been defined in the US auditing literature. Because of the interrelationship
with the auditing literature, SFAS 162 will be effective 60 days following the
SECs approval of the PCAOBs amendment to their auditing standards. The
adoption of SFAS 162 is not expected to have an effect on our consolidated
financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities. This statement changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. This statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 (our fiscal year beginning February 1, 2009), with early
application encouraged. This statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. We are in the
process of evaluating the impact the future application of this pronouncement
may have on our consolidated financial statements.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion (Including Partial Cash Settlement) (FSP No. APB 14-1). FSP No. APB
14-1 applies to convertible debt instruments that, by their stated terms, may be
settled in cash (or other assets) upon conversion, including partial cash
settlement, unless the embedded conversion option is required to be separately
accounted for as a derivative under SFAS 133. FSP No. APB 14-1 specifies that
issuers of convertible debt instruments should separately account for the
liability and equity components in a manner that will reflect the entitys
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP No. APB 14-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. FSP No. APB 14-1 will be applied retrospectively to
all periods presented. The cumulative effect of the change in accounting
principle on periods prior to those presented will be recognized as of the
beginning of the first period presented. An offsetting adjustment will be made
to the opening balance of retained earnings for that period, presented
separately. The adoption of APB 14-1 is not expected to have a material impact
on our financial position or results of operations.

In June 2008, the Emerging Issues Task Force (EITF) reached
consensus on Issue No. 07-5, Determining Whether an Instrument (or Embedded
Feature) is Indexed to an Entitys Own Stock (EIFT 07-5). EIFT 07-5 provides
guidance for instruments (including options or warrants on a companys shares,
forward contracts on a companys shares, and convertible debt instruments and
convertible preferred stock) that may contain contract terms that call into
question whether the instrument or embedded feature is indexed to the entitys
own stock. EIFT 07-5 is effective for financial statements issued for fiscal
years and interim periods beginning after December 15, 2008. We are currently
evaluating the impact of applying EIFT 07-5.

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

---

38

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.









ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2009 AND 2008

(Stated in U.S. Dollars)

---

39



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of
Argentex Mining Corporation (an exploration stage company) (the Company) as at
January 31, 2009 and 2008 and the related consolidated statements of operations,
cash flows, and stockholders equity (deficiency) for the years then ended and
for the cumulative period from inception, December 21, 2001 to January 31, 2009.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as at January 31, 2009 and 2008 and the results of its operations and
its cash flows for the years then ended and the cumulative period from
inception, December 21, 2001 to January 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has generated
significant losses from operations, has an accumulated deficit of $14,420,634
and has a working capital deficit of $238,084,  at January 31, 2009, which together raises doubt about the Companys
ability to continue as a going concern. Managements plans in regard to these
matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



|Vancouver, Canada | /s/ Morgan & Company 
|----------------- | ---------------------
|April 28, 2009    | Chartered Accountants



---

40

ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated
in U.S. Dollars)

|                                                                               |   | January
      31, |   |   | January
      31, |  
|------------------------------------------------------------------------------ | - | ----------------- | - | - | ----------------- | -
|                                                                               |   | 2009              |   |   | 2008              |  
|                                                                               |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|ASSETS                                                                         |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|Current                                                                        |   |                   |   |   |                   |  
|Cash and cash equivalents                                                      | $ | 108,560           |   | $ | 845,219           |  
|Receivables                                                                    |   | 3,679             |   |   | -                 |  
|Prepaid expenses                                                               |   | 16,007            |   |   | 30,576            |  
|                                                                               |   |                   |   |   |                   |  
|Total current assets                                                           |   | 128,246           |   |   | 875,795           |  
|                                                                               |   |                   |   |   |                   |  
|Equipment (Note 3)                                                             |   | 36,845            |   |   | 26,063            |  
|                                                                               |   |                   |   |   |                   |  
|                                                                               | $ | 165,091           |   | $ | 901,858           |  
|                                                                               |   |                   |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY                              |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|Current liabilites                                                             |   |                   |   |   |                   |  
|Accounts
      payable and accrued liabilities                                 | $ | 115,648           |   | $ | 496,487           |  
|Promissory note (Note 5)                                                       |   | 150,000           |   |   | -                 |  
|Convertible debentures (Notes 6 and 8)                                         |   | 100,682           |   |   | -                 |  
|                                                                               |   | 366,330           |   |   | 496,487           |  
|                                                                               |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|Stockholders' (deficiency) equity                                              |   |                   |   |   |                   |  
|                                                                               |   |                   |   |   |                   |  
|Preferred
      stock, 100,000,000 share authorized with a par value           |   |                   |   |   |                   |  
|of
      $0.001 (issued: January 31, 2009 - Nil: January 31, 2008 - Nil)       |   |                   |   |   |                   |  
|Preferred
      stock, Series A convertible, 2,000 authorized with a par value |   |                   |   |   |                   |  
|of
      $0.001 (issued: January 31, 2009 - Nil: January 31,2008 - Nil)        |   | -                 |   |   | -                 |  
|Common
      stock, 100,000,000 shares authorized with a par value             |   |                   |   |   |                   |  
|of $0.001 (issued: January 31, 2009 - 32,590,553                               |   |                   |   |   |                   |  
|January 31, 2008 - 28,311,552)                                                 |   | 32,591            |   |   | 28,311            |  
|Warrants                                                                       |   | 93,493            |   |   | -                 |  
|Additional paid-in capital                                                     |   | 14,093,311        |   |   | 10,269,859        |  
|Deficit accumulated
      during exploration stage                             |   | (14,420,634       | ) |   | (9,892,799        | )
|                                                                               |   |                   |   |   |                   |  
|Total stockholders' (deficiency) equity                                        |   | (201,239          | ) |   | 405,371           |  
|                                                                               |   |                   |   |   |                   |  
|Total
      liabilities and stockholders' (deficiency) equity                  | $ | 165,091           |   | $ | 901,858           |  

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

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41

ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in U.S. Dollars)

|                                           |   |             |   |   |             |   |   | Inception    |  
|------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                           |   |             |   |   |             |   |   | (December    |  
|                                           |   | Year Ended  |   |   | Year Ended  |   |   | 21, 2001) to |  
|                                           |   | January 31, |   |   | January 31, |   |   | January 31,  |  
|                                           |   | 2009        |   |   | 2008        |   |   | 2009         |  
|                                           |   |             |   |   |             |   |   |              |  
|Expenses                                   |   |             |   |   |             |   |   |              |  
|Consulting fees                            | $ | 383,169     |   | $ | 1,368,078   |   | $ | 2,978,002    |  
|Depreciation                               |   | 8,809       |   |   | 1,648       |   |   | 11,866       |  
|Foreign exchange loss                      |   | 119,527     |   |   | 129,051     |   |   | 296,276      |  
|Investor relations and
      communication |   | 125,418     |   |   | 184,443     |   |   | 1,634,610    |  
|Mineral property interests (Note 4)        |   | 3,123,497   |   |   | 1,523,066   |   |   | 7,027,760    |  
|Office and sundry                          |   | 252,764     |   |   | 93,225      |   |   | 419,669      |  
|Rent                                       |   | 28,874      |   |   | 22,346      |   |   | 86,221       |  
|Professional fees                          |   | 384,807     |   |   | 188,282     |   |   | 1,038,751    |  
|Transfer agent fees                        |   | 49,509      |   |   | 21,626      |   |   | 133,034      |  
|Travel                                     |   | 54,820      |   |   | 159,375     |   |   | 271,915      |  
|                                           |   |             |   |   |             |   |   |              |  
|                                           |   | (4,531,194  | ) |   | (3,691,140  | ) |   | (13,898,104  | )
|Interest income (expense)                  |   | 3,359       |   |   | 2,826       |   |   | (522,530     | )
|                                           |   |             |   |   |             |   |   |              |  
|Net Loss                                   | $ | (4,527,835  | ) | $ | (3,688,314  | ) | $ | (14,420,634  | )
|                                           |   |             |   |   |             |   |   |              |  
|Basic and
      diluted loss per share     | $ | (0.15       | ) | $ | (0.15       | ) |   |              |  
|                                           |   |             |   |   |             |   |   |              |  
|Weighted average number                    |   |             |   |   |             |   |   |              |  
|of shares outstanding                      |   | 31,092,091  |   |   | 25,004,109  |   |   |              |  

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

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42

ARGENTEX MINING CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS(Stated in U.S. Dollars)

|                                                  |   |             |   |   |             |   |   | Inception    |  
|------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ------------ | -
|                                                  |   |             |   |   |             |   |   | (December    |  
|                                                  |   | Year Ended  |   |   | Year Ended  |   |   | 21, 2001) to |  
|                                                  |   | January 31, |   |   | January 31, |   |   | January 31,  |  
|                                                  |   | 2009        |   |   | 2008        |   |   | 2009         |  
|                                                  |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES              |   |             |   |   |             |   |   |              |  
|Net loss                                          | $ | (4,527,835  | ) | $ | (3,688,314  | ) | $ | (14,420,634  | )
|Items not affecting cash:                         |   |             |   |   |             |   |   |              |  
|Depreciation                                      |   | 8,809       |   |   | 1,648       |   |   | 11,866       |  
|Stock-based compensation                          |   | 147,133     |   |   | 1,130,676   |   |   | 1,919,922    |  
|Debt discount                                     |   | 667         |   |   | -           |   |   | 667          |  
|Shares issued to acquire mineral
      properties |   | -           |   |   | -           |   |   | 3,500        |  
|Shares issued in
      payment of bonus           |   | -           |   |   | -           |   |   | 52,160       |  
|Non-cash interest                                 |   | -           |   |   | -           |   |   | 333,333      |  
|Changes in assets and
      liabilities:          |   |             |   |   |             |   |   |              |  
|Receivables                                       |   | (3,679      | ) |   | -           |   |   | (3,679       | )
|Prepaid expenses                                  |   | 14,569      |   |   | (30,290     | ) |   | (16,007      | )
|Accounts payable and accrued
      liabilities    |   | (380,839    | ) |   | 49,458      |   |   | 255,536      |  
|Net cash used in operating
      activities       |   | (4,741,175  | ) |   | (2,536,822  | ) |   | (11,863,336  | )
|                                                  |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES              |   |             |   |   |             |   |   |              |  
|Issuance of convertible debentures                |   | 150,000     |   |   | -           |   |   | 1,650,000    |  
|Issuance of promissory note                       |   | 150,000     |   |   | -           |   |   | 790,410      |  
|Repayment of promissory notes                     |   | -           |   |   | (190,410    | ) |   | (640,410     | )
|Proceeds from issuance of
      capital stock     |   | 3,724,107   |   |   | 2,695,850   |   |   | 10,220,607   |  
|Net cash provided by financing activities         |   | 4,024,107   |   |   | 2,505,440   |   |   | 12,020,607   |  
|                                                  |   |             |   |   |             |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES              |   |             |   |   |             |   |   |              |  
|Acquisition of equipment                          |   | (19,591     | ) |   | (24,948     | ) |   | (48,711      | )
|Net cash used in investing activities             |   | (19,591     | ) |   | (24,948     | ) |   | (48,711      | )
|                                                  |   |             |   |   |             |   |   |              |  
|Change in cash and cash equivalents               |   |             |   |   |             |   |   |              |  
|during the period                                 |   | (736,659    | ) |   | (56,330     | ) |   | 108,560      |  
|                                                  |   |             |   |   |             |   |   |              |  
|Cash and cash equivalents, beginning              |   |             |   |   |             |   |   |              |  
|of
      period                                   |   | 845,219     |   |   | 901,549     |   |   | -            |  
|                                                  |   |             |   |   |             |   |   |              |  
|Cash and cash
      equivalents, end of period    | $ | 108,560     |   | $ | 845,219     |   | $ | 108,560      |  
|                                                  |   |             |   |   |             |   |   |              |  
|Cash paid for
      interest during the period    | $ | -           |   | $ | -           |   | $ | 75,677       |  
|                                                  |   |             |   |   |             |   |   |              |  
|Cash paid for income taxes during                 |   |             |   |   |             |   |   |              |  
|the period                                        | $ | -           |   | $ | -           |   | $ | -            |  

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

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43

ARGENTEX MINING CORPORATION(An ExplorationStage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIENCY)

PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO
JANUARY 31, 2009(Stated in U.S. Dollars

|                                    |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   | Deficit     |   |   |               |  
|----------------------------------- |  | ------------- |  | - | --------------- |  |  | ---------- | - | - | --------------- | - | - | ---------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                                    |  | Number of     |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   | accumulated |   |   | Total         |  
|                                    |  | Preferred     |  |   |                 |  |  | Number of  |   |   |                 |   |   | Additional |   |   |          |  |   | During the  |   |   | Stockholders' |  
|                                    |  | Shares Series |  |   |                 |  |  | common     |   |   |                 |   |   | Paid-in    |   |   |          |  |   | Exploration |   |   | Equity        |  
|                                    |  | A Convertible |  |   | Par
      Value |  |  | shares     |   |   | Par
      Value |   |   | Capital    |   |   | Warrants |  |   | Stage       |   |   | (Deficiency)  |  
|                                    |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|Balance, December 21, 2001          |  | -             |  | $ | -               |  |  |            |   | $ | -               |   | $ | -          |   | $ | -        |  | $ | -           |   | $ | -             |  
|(date of incorporation)             |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|Shares issued:                      |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  |  | -             |  |   | -               |  |  | 5,000,000  |   |   | 5,000           |   |   | -          |   |   | -        |  |   | -           |   |   | 5,000         |  
|For cash at
      $0.02             |  | -             |  |   | -               |  |  | 4,620,000  |   |   | 4,620           |   |   | 87,780     |   |   | -        |  |   | -           |   |   | 92,400        |  
|Net loss for the period             |  | -             |  |   | -               |  |  | -          |   |   |                 |   |   | 0          |   |   | -        |  |   | (11,327     | ) |   | (11,327       | )
|Balance, January 31, 2002           |  | -             |  |   | -               |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (11,327     | ) |   | 86,073        |  
|Net loss for the year               |  | -             |  |   | -               |  |  | -          |   |   | -               |   |   | -          |   |   | -        |  |   | (58,694     | ) |   | (58,694       | )
|Balance, January 31, 2003           |  | -             |  |   | -               |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (70,021     | ) |   | 27,379        |  
|Net loss for the year               |  | -             |  |   | -               |  |  | -          |   |   | -               |   |   | -          |   |   | -        |  |   | (31,390     | ) |   | (31,390       | )
|Balance, January 31, 2004           |  | -             |  |   | -               |  |  | 9,620,000  |   |   | 9,620           |   |   | 87,780     |   |   | -        |  |   | (101,411    | ) |   | (4,011        | )
|Shares returned to treasury         |  | -             |  |   | -               |  |  | (4,600,000 | ) |   | (4,600          | ) |   | 4,600      |   |   | -        |  |   | -           |   |   | -             |  
|Shares issued:                      |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|For cash at $0.001                  |  | 2,000         |  |   | 2               |  |  | -          |   |   | -               |   |   | 1,997,498  |   |   | -        |  |   | -           |   |   | 1,997,500     |  
|To acquire a
      wholly-owned     |  |               |  |   |                 |  |  |            |   |   |                 |   |   |            |   |   |          |  |   |             |   |   |               |  
|corporations                        |  | -             |  |   | -               |  |  | 833,333    |   |   | 833             |   |   | 32,500     |   |   | -        |  |   | -           |   |   | 33,333        |  
|To acquire a
      mineral property |  | -             |  |   | -               |  |  | 833,333    |   |   | 834             |   |   | 32,500     |   |   | -        |  |   | -           |   |   | 33,334        |  
|For stock dividend                  |  | -             |  |   | -               |  |  | 13,373,332 |   |   | 13,373          |   |   | (13,373    | ) |   | -        |  |   | -           |   |   | -             |  
|For a consulting
      agreement    |  | -             |  |   | -               |  |  | 200,000    |   |   | 200             |   |   | 2,460      |   |   | -        |  |   | -           |   |   | 2,660         |  
|Net loss for the year               |  | -             |  |   | -               |  |  | -          |   |   | -               |   |   | -          |   |   | -        |  |   | (2,293,257  | ) |   | (2,293,257    | )
|Balance, January 31, 2005           |  | 2,000         |  |   | 2               |  |  | 20,259,998 |   |   | 20,260          |   |   | 2,143,965  |   |   | -        |  |   | (2,394,668  | ) |   | (230,441      | )

---

44

ARGENTEX MINING CORPORATION(An ExplorationStage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIENCY)

PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO
JANUARY 31, 2009(Stated in U.S. Dollars

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

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

---

45

ARGENTEX MINING CORPORATION(An ExplorationStage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIENCY)

PERIOD FROM INCEPTION, DECEMBER 31, 2001, TO
JANUARY 31, 2009(Stated in U.S. Dollars

|                          |  |               |  |   |                 |  |  |            |  |   |                 |  |   |            |   |   |          |  |   | Deficit     |   |   |               |  
|------------------------- |  | ------------- |  | - | --------------- |  |  | ---------- |  | - | --------------- |  | - | ---------- | - | - | -------- |  | - | ----------- | - | - | ------------- | -
|                          |  | Number of     |  |   |                 |  |  |            |  |   |                 |  |   |            |   |   |          |  |   | accumulated |   |   | Total         |  
|                          |  | Preferred     |  |   |                 |  |  | Number of  |  |   |                 |  |   | Additional |   |   |          |  |   | During the  |   |   | Stockholders' |  
|                          |  | Shares Series |  |   |                 |  |  | common     |  |   |                 |  |   | Paid-in    |   |   |          |  |   | Exploration |   |   | Equity        |  
|                          |  | A Convertible |  |   | Par
      Value |  |  | shares     |  |   | Par
      Value |  |   | Capital    |   |   | Warrants |  |   | Stage       |   |   | (Deficiency)  |  
|                          |  |               |  |   |                 |  |  |            |  |   |                 |  |   |            |   |   |          |  |   |             |   |   |               |  
|Balance, January 31, 2008 |  | -             |  | $ | -               |  |  | 28,311,553 |  | $ | 28,311          |  | $ | 10,269,859 |   | $ | -        |  | $ | (9,892,799  | ) | $ | 405,371       |  
|                          |  |               |  |   |                 |  |  |            |  |   |                 |  |   |            |   |   |          |  |   |             |   |   |               |  
|Shares issued for cash    |  | -             |  |   | -               |  |  | 4,279,000  |  |   | 4,280           |  |   | 4,050,720  |   |   | -        |  |   | -           |   |   | 4,055,000     |  
|Cost of issuing shares    |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | (424,386   | ) |   | 93,493   |  |   | -           |   |   | (330,893      | )
|Debt discount             |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 49,985     |   |   | -        |  |   | -           |   |   | 49,985        |  
|Stock-based compensation  |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | 147,133    |   |   | -        |  |   | -           |   |   | 147,133       |  
|Net loss for the year     |  | -             |  |   | -               |  |  | -          |  |   | -               |  |   | -          |   |   | -        |  |   | (4,527,835  | ) |   | (4,527,835    | )
|                          |  |               |  |   |                 |  |  |            |  |   |                 |  |   |            |   |   |          |  |   |             |   |   |               |  
|Balance, January 31, 2009 |  | -             |  | $ | -               |  |  | 32,590,553 |  | $ | 32,591          |  | $ | 14,093,311 |   | $ | 93,493   |  | $ | (14,420,634 | ) | $ | (201,239      | )

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

---

46

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|1.     | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company was incorporated in the State of Nevada,
      U.S.A., on December 21, 2001. The Companys name was changed to Argentex
      Mining Corporation on March 15, 2004. Effective September 6, 2007, holders
      representing approximately 51.82% of the Companys issued and outstanding
      common shares, adopted a resolution by way of written consent approving
      the re-domicile of the Company from the state of Nevada to the state of
      Delaware by way of merger of the Company into its wholly-owned Delaware
      subsidiary, Argentex Mining Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | On November 5, 2007, the Nevada Secretary of State
      accepted for filing Articles of Merger providing for the merger of the
      Company with its wholly-owned subsidiary, Argentex Mining Corporation, a
      Delaware corporation, with the Delaware corporation being the surviving
      corporation in the merger. Also on November 5, 2007, a the Delaware
      Secretary of State accepted for filing a Certificate of Merger providing
      for the same merger. These filings completed the re-domicile of the
      Company from Nevada to Delaware, an effort previously approved by
      shareholders in connection with the Companys desire to obtain a listing
      for the Companys shares of common stock on the TSX Venture Exchange. On
      July 28, 2008, the Companys common stock was listed as a tier 2 mining
      issuer on the TSX Venture exchange.                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. It is primarily engaged in the acquisition and exploration of
      mining properties in Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The accompanying consolidated financial statements have
      been prepared assuming the Company will continue as a going concern. This
      contemplates that assets will be realized and liabilities and commitments
      satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | As shown in the accompanying consolidated financial statements, the Company has a working capital deficit of $238,084, has incurred a net loss of $14,420,634 for the cumulative period from December 21, 2001 (inception) to January 31, 2009, and has no source of revenue.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management has plans to seek additional capital through private placements and public offering of its capital stock.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future.  The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**2.** | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The consolidated financial statements of the Company have
      been prepared in accordance with generally accepted accounting principles
      in the United States. Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of
      consolidated financial statements for a period involves the use of
      estimates which have been made using careful judgement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The consolidated financial statements have, in
      managements opinion, been properly prepared within reasonable limits of
      materiality and within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

47

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

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

Basis of Presentation

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

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

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

Cash and Cash Equivalents

Cash equivalents comprise certain
highly liquid instruments with an original maturity of three months or less when
purchased. As at January 31, 2009 and 2008, cash and cash equivalents consist of
cash only.

Mineral Claim Payments and
Exploration Expenditures

The Company expenses all costs related
to the acquisition, maintenance and exploration of its unproven mineral
properties to which it has secured exploration rights. If and when proven and
probable reserves are determined for a property and a feasibility study prepared
with respect to the property, then subsequent development costs of the property
will be capitalized. To date the Company has not established the commercial
feasibility of its exploration prospects, therefore all costs have been
expensed. The Company also considers the provisions of EITF 04-02 Whether
Mineral Rights are Tangible or Intangible Assets which concluded that mineral
rights are tangible assets. Accordingly, the Company capitalizes certain costs
related to the acquisition of mineral rights where proven or probable reserves
are present, or when the Company intends to carry out an exploration program and
has the funds to do so.

Concentrations

Concentration of Credit Risk 
Financial instruments, which could potentially subject the Company to credit
risk, consist primarily of cash in bank and receivables. The Company maintains
its cash in bank deposit accounts insured by the Federal Deposit Insurance
Corporation up to $250,000. The Companys account balances, at times, may exceed
federally insured limits. The Company has not experienced material losses in
such accounts, and believes it is not exposed to any significant credit risk
with respect to its cash accounts.

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

The Company operates outside of the
United States of America and is exposed to foreign currency risk due to the
fluctuation between the currency in which the Company operates in and the United
States Dollars.

Use of Estimates

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

---

48

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES-
      Continued                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|   | Foreign Currency Translation                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                     
|   | The Companys functional currency is the U.S. dollar.
      These financial statements are reported in US dollars unless otherwise
      stated. Transactions in foreign currency are restated in U.S. dollars
      using either historical or current exchange rates as
  follows:

| | i)   | monetary assets and liabilities are re-measured at the
      year end rate;                                            
| | ---- | -----------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                        
| | ii)  | foreign currency balances which reflect prices from past
      transactions are re-measured using historical rates; and
| |      |                                                                                                                        
| | iii) | current expenses are re-measured using the average rate
      for the year.                                            

Re-measurement gains and losses that
result from the re-measurement process are reported on the consolidated income
statement.

Environmental Costs

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

Equipment

Equipment, is recorded at cost and
amortized on the declining balance basis at the following rates:

Office equipment and furniture and
fixtures - 20% Computer equipment - 30%

Income Taxes

The Company recognizes a liability or
asset for deferred tax consequences of all temporary differences between the tax
bases of assets and liabilities and their reported amounts in the consolidated
financial statements that will result in taxable or deductible amounts in future
years when the reported amounts of the assets and liabilities are recovered or
settled. Deferred tax items mainly relate to net operating loss carry forwards
and accrued expenses. These deferred tax assets or liabilities are measured
using the enacted tax rates that will be in effect when the differences are
expected to reverse. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. Deferred tax assets are reviewed periodically for
recoverability, and valuation allowances are provided when it is more likely
than not that some or all of the deferred tax assets may not be realized. As of
January 31, 2009 and 2008, the Company had reduced its deferred tax assets by
recording a valuation allowance of approximately $3,267,000, and $2,647,000,
respectively (see Note 10).

Stock Based Compensation and Equity
Transactions

The Company has a stock based
compensation plan which is described more fully in Note 7. The Company has
adopted SFAS No. 123R, Share-Based Payment, an amendment of FASB
Statements 123 and 95, which requires the Company to measure the compensation
cost of stock options and other stock-based awards to employees and directors at
fair value at the grant date and recognize compensation expense over the
requisite service period for awards expected to vest.

Except for transactions with employees
and directors that are within the scope of SFAS 123R, all transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measurable. Additionally, in accordance with EITF 96-18, the Company
has determined that the dates used to value the transaction are either:

---

49

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES-
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Based Compensation and Equity
      Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (1) the date at which a commitment for performance by the
      counter party to earn the equity instruments is established; or (2) the
      date at which the counter partys performance is complete.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Convertible Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company reviews the terms of convertible debt and
      equity instruments it issues to determine whether there are embedded
      derivative instruments, including embedded conversion options,, that are
      required to be bifurcated and accounted for separately as a derivative
      financial instrument. In circumstances where the convertible instrument
      contains more than one embedded derivative instrument, including
      conversion options, that are required to be bifurcated, the bifurcated
      derivative instruments are accounted for as a single compound instrument.
      Also, in connection with the sale of convertible debt and equity
      instruments, the Company may issue free standing warrants that may,
      depending on their terms, be accounted for as derivative instrument
      liabilities, rather than as equity.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | When convertible debt or equity instruments contain
      embedded derivative instruments that are to be bifurcated and accounted
      for separately, the total proceeds allocated to the convertible host
      instruments are first allocated to the fair value of all the bifurcated
      derivative instruments. The remaining proceeds, if any, are then allocated
      to the convertible instruments themselves, usually resulting in those
      instruments being recorded at a discount from their face amount.                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | When the Company issues debt securities which bear
      interest at rates that are lower than market rates, the Company recognizes
      a discount which is offset against the carrying value of the debt. Such
      discount from the face value of the debt, together with the stated
      interest on the instrument, is amortized over the life of the instrument
      through periodic charges to income, using the effective interest
      method.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Impairment and Disposal of Long-Lived
  Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The carrying value of intangible assets and other
      long-lived assets are reviewed on a regular basis for the existence of
      facts or circumstances that may suggest impairment, in accordance with
      SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
      Assets. For assets that are to be held and used, an impairment loss
      is recognized when the estimated undiscounted future cash flows associated
      with the asset or group of assets is less than their carrying value. If
      impairment exists, an adjustment is made to write the asset down to its
      fair value, and a loss is recorded as the difference between the carrying
      value and fair value.                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Companys financial instruments consist of cash and
      cash equivalents and accounts payable and accrued liabilities. Unless
      otherwise noted, it is managements opinion that the Company is not
      exposed to significant interest, or credit risks arising from these
      financial instruments. The fair values of these financial instruments
      approximate their carrying values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

50

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES-
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Accounting for Derivative Instruments and Hedging
      Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has adopted SFAS No. 133, Accounting for
      Derivative Instruments and Hedging Activities,which requires
      companies to recognize all derivatives contracts as either assets or
      liabilities in the balance sheet and to measure them at fair value. If
      certain conditions are met, a derivative may be specifically designated as
      a hedge, the objective of which is to match the timing of gain or loss
      recognition on the hedging derivative with the recognition of (i) the
      changes in the fair value of the hedged asset or liability that are
      attributable to the hedged risk or (ii) the earnings effect of the hedged
      forecasted transaction. For a derivative not designated as a hedging
      instrument, the gain or loss is recognized in income in the period of
      change.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has not entered into derivative contracts
      either to hedge existing risks or for speculative purposes. The adoption
      of this pronouncement does not have an impact on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Earnings (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company computes net income (loss) per share in
      accordance with SFAS No. 128, Earnings per Share which requires
      presentation of both basic and diluted earnings per share (EPS) on the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common shareholders by the weighted average number of
      common shares outstanding during the year. Diluted EPS gives effect to all
      dilutive potential common shares outstanding during the period using the
      treasury stock method. In computing diluted EPS, the average stock price
      for the period is used in determining the number of shares assumed to be
      purchased from the exercise of stock options or warrants. Diluted EPS
      excludes all dilutive potential shares if their effect is anti-dilutive.
      Because the Company does not have any potentially dilutive securities only
      basic loss per share is presented in the accompanying financial
      statements. At January 31, 2009, the Company had outstanding options,
      warrants and stock purchase rights to purchase a total of 8,313,971 common
      shares of the Company that could have a future dilutive effect on the
      calculation of earnings per share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows SFAS No. 143, Accounting for
      Asset Retirement Obligations, which addresses financial accounting
      and reporting for obligations associated with the retirement of tangible
      long-lived assets and the associated retirement costs. The standard
      applies to legal obligations associated with the retirement of long-lived
      assets that result from the acquisition, construction, development and
      normal use of the asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | SFAS No. 143 requires that the fair value of a liability
      for an asset retirement obligation be recognized in the period in which it
      is incurred if a reasonable estimate of fair value can be made. The fair
      value of the liability is added to the carrying amount of the associated
      asset and this additional carrying amount is depreciated over the life of
      the asset. The liability is accreted at the end of each period through
      charges to operating expense. If the obligation is settled for other than
      the carrying amount of the liability, the Company will recognize a gain or
      loss on settlement. As at January 31, 2009 and 2008 the Company had no
      asset retirement obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

51

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES-
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | February 2007, the FASB issued SFAS No. 159, The Fair
      Value Option for Financial Assets and Financial Liabilities
      Including an Amendment of FASB Statement No. 115. This statement permits
      entities to choose to measure many financial instruments and certain other
      items at fair value. Most of the provisions of SFAS No. 159 apply only to
      entities that elect the fair value option. However, the amendment to SFAS
      No. 115 Accounting for Certain Investments in Debt and Equity Securities
      applies to all entities with available-for-sale and trading securities.
      SFAS No. 159 is effective as of the beginning of an entitys first fiscal
      year that begins after November 15, 2007, or the Companys fiscal year
      beginning January 1, 2008. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the
      entity also elects to apply the provision of SFAS No. 157, Fair Value
      Measurements. The Company adopted SFAS No. 159 on February 1, 2008, with
      no material impact on its consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles which sets out
      the framework for selecting accounting principles to be used in preparing
      financial statements that are presented in conformity with US GAAP. Up to
      now, the US GAAP hierarchy has been defined in the US auditing literature.
      Because of the interrelationship with the auditing literature, SFAS 162
      will be effective 60 days following the SECs approval of the PCAOBs
      amendment to their auditing standards. The adoption of SFAS 162 is not
      expected to have an effect on the Companys consolidated financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In March 2008, the FASB issued SFAS No. 161,
      Disclosures about Derivative Instruments and Hedging Activities.
      This statement changes the disclosure requirements for derivative
      instruments and hedging activities. Entities are required to provide
      enhanced disclosures about (a) how and why an entity uses derivative
      instruments, (b) how derivative instruments and related hedged items are
      accounted for under SFAS No. 133, Accounting for Derivative Instruments
      and Hedging Activities, and its related interpretations, and (c) how
      derivative instruments and related hedged items affect an entitys
      financial position, financial performance, and cash flows. This statement
      is effective for financial statements issued for fiscal years and interim
      periods beginning after November 15, 2008 (the Companys fiscal year
      beginning February 1, 2009), with early application encouraged. This
      statement encourages, but does not require, comparative disclosures for
      earlier periods at initial adoption. The adoption of this statement is not
      expected to have a material effect on the Company's financial
      statements.                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In May 2008, the FASB issued FASB Staff Position No. APB
      14-1, Accounting for Convertible Debt Instruments That May Be Settled
      in Cash Upon Conversion (Including Partial Cash Settlement)(FSP No.
      APB 14-1). FSP No. APB 14-1 applies to convertible debt instruments that,
      by their stated terms, may be settled in cash (or other assets) upon
      conversion, including partial cash settlement, unless the embedded
      conversion option is required to be separately accounted for as a
      derivative under SFAS 133. FSP No. APB 14-1 specifies that issuers of
      convertible debt instruments should separately account for the liability
      and equity components in a manner that will reflect the entitys
      nonconvertible debt borrowing rate when interest cost is recognized in
      subsequent periods. FSP No. APB 14-1 is effective for financial statements
      issued for fiscal years beginning after December 15, 2008, and interim
      periods within those fiscal years. FSP No. APB 14-1 will be applied
      retrospectively to all periods presented. The cumulative effect of the
      change in accounting principle on periods prior to those presented will be
      recognized as of the beginning of the first period presented. An
      offsetting adjustment will be made to the opening balance of retained
      earnings for that period, presented separately. The adoption of APB 14-1
      is not expected to have a material impact upon the Companys financial
      position or results of operations.

---

52

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES-
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recent Accounting Pronouncements
  (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In June 2008, the Emerging Issues Task Force (EITF)
      reached consensus on Issue No. 07-5, Determining Whether an Instrument
      (or Embedded Feature) is Indexed to an Entitys Own Stock(EIFT
      07-5). EIFT 07-5 provides guidance for instruments (including options or
      warrants on a companys shares, forward contracts on a companys shares,
      and convertible debt instruments and convertible preferred stock) that may
      contain contract terms that call into question whether the instrument or
      embedded feature is indexed to the entitys own stock. EIFT 07-5 is
      effective for financial statements issued for fiscal years and interim
      periods beginning after December 15, 2008. The adoption of EITF 07-5 is
      not expected to have a material impact upon the Companys financial
      position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Certain reclassifications to the prior years financial
      statements and footnotes in order to conform to the current years
      financial statement presentation as follows: (a) stock-based compensation
      expense has been reclassified to the same lines as cash compensation paid
      to the same individuals; and (b) currency translation adjustments have
      been reclassified from office and sundry expense to foreign
    exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                        |   |        |  |   | January
      31, 2009 |  |   |          | 
| | ---------------------- | - | ------ |  | - | ---------------------- |  | - | -------- | 
| |                        |   |        |  |   | Accumulated            |  |   | Net Book | 
| |                        |   | Cost   |  |   | Depreciation           |  |   | Value    | 
| |                        |   |        |  |   |                        |  |   |          | 
| | Office equipment       | $ | 24,357 |  | $ | 4,108                  |  | $ | 20,249   | 
| | Furniture and fixtures |   | 8,839  |  |   | 1,690                  |  |   | 7,149    | 
| | Computer equipment     |   | 15,515 |  |   | 6,068                  |  |   | 9,447    | 
| |                        | $ | 48,711 |  | $ | 11,866                 |  | $ | 36,845   | 

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

---

53

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

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

---

54

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|4. | MINERAL PROPERTY INTERESTS -
  Continued
|-- | ----------------------------------------

| |    | kilometres of the boundaries of either the Dyakowski
      Property or the SCRN Property, such claims will become subject to the
      respective Agreements.                                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | During the year ended January 31, 2006, the seller or and
      the Company agreed to the return and cancellation of 4,749,998 of the
      escrow shares and the immediate release from escrow of the remaining
      250,000 shares to the optionor. The Company accounted for the return and
      cancellation as a reduction of the acquisition cost of the related mineral
      properties in the year ended January 31, 2007.                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | d) | Storm Cat Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Pursuant to the terms of a mineral property acquisition
      agreement, dated February 20, 2004, between the Company and an affiliate
      of an ex-director, the Company acquired 100% interest in and to certain
      mineral claims located in the Santa Cruz and Rio Negro Provinces of the
      Republic of Argentina, known as the Storm Cat Property totalling 32,766
      acres. As consideration for the Storm Cat Property the Company paid to the
      vendor the CAD$10,000.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Subsequent to acquisition of these properties, the
      Company has accounted for expenditures by province.                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | e) | British Columbia Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | In February, 2006, the Company acquired a group of
      mineral exploration claims located in the Revelstoke area of British
      Columbia, Canada. The group of claims consists of 5 tenures and the
      process of transferring title was initiated March 31, 2006. The total
      purchase amount was $903.                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | In April, 2009, these claims were intentionally allowed
      to lapse.                                                                                                                                                                                                                                                                                                                                                                                                                         

---

55

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|4. | MINERAL PROPERTY INTERESTS - Continued                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                    
|   | Mineral property interest expense reflected in the
      accompanying consolidated statement of operations relates to the following
      projects:

| |                                |   |             |  |   |             |  |   | Inception    | 
| | ------------------------------ | - | ----------- |  | - | ----------- |  | - | ------------ | 
| |                                |   | Year        |  |   | Year        |  |   | (December    | 
| |                                |   | Ended       |  |   | Ended       |  |   | 21, 2001) to | 
| |                                |   | January 31, |  |   | January 31, |  |   | January 31,  | 
| |                                |   | 2009        |  |   | 2008        |  |   | 2009         | 
| |                                |   |             |  |   |             |  |   |              | 
| | Pinguino Project:              |   |             |  |   |             |  |   |              | 
| | Acquisition                    | $ | 128,756     |  | $ | 93,700      |  | $ | 418,471      | 
| | Assaying, testing and analysis |   | 187,197     |  |   | 44,187      |  |   | 399,447      | 
| | Camp and field supplies        |   | 528,072     |  |   | 371,620     |  |   | 1,374,371    | 
| | Drilling                       |   | 2,099,618   |  |   | 866,921     |  |   | 3,903,421    | 
| | Geological and geophysical     |   | 150,857     |  |   | 110,849     |  |   | 673,733      | 
| | Travel and accommodation       |   | 25,134      |  |   | 25,757      |  |   | 95,898       | 
| |                                |   | 3,119,634   |  |   | 1,513,034   |  |   | 6,865,341    | 
| |                                |   |             |  |   |             |  |   |              | 
| | Condor Project:                |   |             |  |   |             |  |   |              | 
| | Acquisition                    |   | -           |  |   | -           |  |   | 7,528        | 
| | Camp and field supplies        |   | -           |  |   | -           |  |   | 198          | 
| | Geological and geophysical     |   | -           |  |   | -           |  |   | 4,185        | 
| |                                |   | -           |  |   | -           |  |   | 11,911       | 
| |                                |   |             |  |   |             |  |   |              | 
| | Santa Cruz Properties:         |   |             |  |   |             |  |   |              | 
| | Acquisition                    |   | 901         |  |   | 6,294       |  |   | 18,032       | 
| |                                |   | 901         |  |   | 6,294       |  |   | 18,032       | 
| |                                |   |             |  |   |             |  |   |              | 
| | Rio Negro Properties:          |   |             |  |   |             |  |   |              | 
| | Camp and field supplies        |   | -           |  |   | -           |  |   | 51,836       | 
| | Geological and geophysical     |   | 2,962       |  |   | 3,738       |  |   | 39,621       | 
| | Travel and accommodation       |   | -           |  |   | -           |  |   | 9,614        | 
| |                                |   | 2,962       |  |   | 3,738       |  |   | 101,071      | 
| |                                |   |             |  |   |             |  |   |              | 
| | Other:                         |   | -           |  |   | -           |  |   | 31,405       | 
| |                                |   |             |  |   |             |  |   |              | 
| |                                | $ | 3,123,497   |  | $ | 1,523,066   |  | $ | 7,027,760    | 

|5. | PROMISSORY NOTE                                                              
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | A promissory note payable was unsecured and consisted of
      the following:

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


---

56

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|6. | CONVERTIBLE DEBENTURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On January 14, 2009, the Company sold three non-interest
      bearing convertible debentures, each in the face amount of $50,000 for
      aggregate gross proceeds of $150,000. Each convertible debenture is
      convertible into units at a conversion price of US$0.10 per unit. Each
      unit will consist of one common share and one non-transferable common
      share purchase warrant. Each of the share purchase warrants forming part
      of a unit upon conversion will entitle the holder to purchase one
      additional common share of the Company at an exercise price of $0.15 until
      they expire on the earlier of the date that is: (i) five years from the
      date the convertible debenture was issued and (ii) two years from the date
      that the convertible debenture is converted and the share purchase warrant
      is issued.

| |                    |   | January
      31, |   |   | January
      31, | 
| | ------------------ | - | ----------------- | - | - | ----------------- | 
| |                    |   | 2009              |   |   | 2008              | 
| |                    |   |                   |   |   |                   | 
| |                    |   |                   |   |   |                   | 
| | Face value         | $ | 150,000           |   | $ | -                 | 
| | Less debt discount |   | (49,985           | ) |   | -                 | 
| | Debt component     |   | 100,015           |   |   | -                 | 
| | Accretion          |   | 667               |   |   | -                 | 
| |                    | $ | 100,682           |   | $ | -                 | 

|   | Over the term of the debentures, the debt component is
      being accreted to the face value of the instrument by recording
      approximately $25,000 per year in finance costs. During the year ended
      January 31, 2009, $667 in finance costs was included in interest
      income.                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                    
|7. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Transactions                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | In June 2005, 675 non-voting Series A convertible
      preferred shares were converted into 750,000 common shares.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | During June 2005, the Company issued 666,667 Units at a
      price of $0.30 per unit for total proceeds of $200,000. Each Unit was
      comprised of one common share and the right to purchase one additional
      common share at $0.40 per share until June 30, 2007.                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | In August 2005, 4,749,998 escrowed shares were returned
      to the treasury and cancelled.                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | In March 2006, the Company issued 833,333 common shares
      on the conversion of a $250,000 promissory note.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | In July 2006, the Company issued 200,000 common shares
      for proceeds of $50,000 on the exercise of stock options.                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                    
|   | On October 2, 2006, the Company completed a private
      placement and issued 105,000 units for gross proceeds of $105,000. Each
      unit consisted of one common share and one half of one share purchase
      warrant. Each whole warrant entitles the holder to acquire one additional
      common share at $1.75 per share on or before October 2,
  2008.

---

57

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL - Continued
      Stock Transactions
(continued)
|-- | --------------------------------------------------------------

On October 6, 2006, the Company
completed a private placement and issued 145,000 units for gross proceeds of
$145,000. Each unit consisted of one common share and one half of one share
purchase warrant. Each whole warrant entitles the holder to acquire one
additional common share at $1.75 per share on or before October 6, 2008. In the
case of each private placement, each whole warrant will entitle the holder to
purchase one additional common at a purchase price of $1.75 for a period of 24
months from the closing date; provided, however, that if at any time the average
closing price for shares of the Companys common stock on either the TSX Venture
Exchange in Canada or the OTC-Bulletin Board in the United States exceeds $2.25
for a period of 20 trading days or more, the Company shall have the right, upon
written notice to the subscriber, to reduce the exercise period of the warrants
to a period of 30 days beginning on the date of the written notice. The Company
incurred expenses of $17,432 in the form of finders fees for net proceeds of
$282,547 for both October 2006 private placements.

On November 20, 2006, the Company
completed a private placement and issued 348,400 units for gross proceeds of
$348,400. Each unit consisted of one common share and one half of one share
purchase warrant. Each whole warrant entitles the holder to acquire one
additional common share at $1.75 per share on or before November 20, 2008. In
the case of each private placement, each whole warrant will entitle the holder
to purchase one additional common at a purchase price of $1.75 for a period of
24 months from the closing date; provided, however, that if at any time the
average closing price for shares of the Companys common stock on either the TSX
Venture Exchange in Canada or the OTC-Bulletin Board in the United States
exceeds $2.25 for a period of 20 trading days or more, the Company shall have
the right, upon written notice to the subscriber, to reduce the exercise period
of the warrants to a period of 30 days beginning on the date of the written
notice.

On November 28, 2006, the Company
completed a private placement and issued 500,000 units for gross proceeds of
$500,000. Each unit consisted of one common share and one half of one share
purchase warrant. Each whole warrant entitles the holder to acquire one
additional common share at $1.75 per share on or before November 28, 2008. In
the case of each private placement, each whole warrant will entitle the holder
to purchase one additional common at a purchase price of $1.75 for a period of
24 months from the closing date; provided, however, that if at any time the
average closing price for shares of the Companys common stock on either the TSX
Venture Exchange in Canada or the OTC-Bulletin Board in the United States
exceeds $2.25 for a period of 20 trading days or more, the Company shall have
the right, upon written notice to the subscriber, to reduce the exercise period
of the warrants to a period of 30 days beginning on the date of the written
notice. The Company incurred expenses of $42,750 in the form of finders fees
for net proceeds of $427,250 for both November 2006 private placements.

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

---

58

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL - Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Transactions (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On December 13, 2006, the Company completed a private
      placement and issued 28,000 units for gross proceeds of $28,000. Each unit
      consisted of one common share and one half of one share purchase warrant.
      Each whole warrant entitles the holder to acquire one additional common
      share at $1.75 per share on or before December 13, 2008. In the case of
      each private placement, each whole warrant will entitle the holder to
      purchase one additional common at a purchase price of $1.75 for a period
      of 24 months from the closing date; provided, however, that if at any time
      the average closing price for shares of the Companys common stock on
      either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the
      United States exceeds $2.25 for a period of 20 trading days or more, the
      Company shall have the right, upon written notice to the subscriber, to
      reduce the exercise period of the warrants to a period of 30 days
      beginning on the date of the written notice.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On January 18, 2007, the Company completed a private
      placement and issued 408,100 units for gross proceeds of $408,100. Each
      unit consisted of one common share and one half of one share purchase
      warrant. Each whole warrant entitles the holder to acquire one additional
      common share at $1.75 per share on or before January 18, 2009. In the case
      of each private placement, each whole warrant will entitle the holder to
      purchase one additional common at a purchase price of $1.75 for a period
      of 24 months from the closing date; provided, however, that if at any time
      the average closing price for shares of the Companys common stock on
      either the TSX Venture Exchange in Canada or the OTC-Bulletin Board in the
      United States exceeds $2.25 for a period of 20 trading days or more, the
      Company shall have the right, upon written notice to the subscriber, to
      reduce the exercise period of the warrants to a period of 30 days
      beginning on the date of the written notice.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On February 27, 2007, the Company completed a private
      placement and issued 130,720 units for gross proceeds of $156,864. Each
      unit consisted of one common share and one half of one share purchase
      warrant. Each whole warrant entitles the holder to acquire one additional
      common share at $1.85 per share on or before February 27, 2009. The
      Company incurred share issue costs of $12,708, including finders fees in
      the amount of $11,340, in relation to the private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the quarter ended April 30, 2007, the Company
      issued 666,666 common shares for proceeds of $214,667 on the exercise of
      stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 31, 2007, the Company issued 982,420 common shares
      on the conversion $250,000 of a promissory note and accrued interest of
    $44,726.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 31, 2007, the Company issued 1,369,178 common
      shares on the conversion $500,000 of a promissory note and accrued
    interest of $47,671.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 31, 2007, the Company issued 1,369,178 common
      shares on the conversion $500,000 of a promissory note and accrued
    interest of $47,671.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 11, 2007, the Company issued 150,000 common shares
      to four employees as a bonus. The fair value of the shares at the date of
      issue was $202,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On July 4, 2007, the Company completed a private
      placement and issued 1,800,000 units for gross proceeds of $2,070,000.
      Each unit consisted of one common share and one half of one share purchase
      warrant. Each whole warrant entitles the holder to acquire one additional
      common share at $1.50 per share on or before July 4, 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the quarter ended July 31, 2007, the Company
      issued 666,667 common shares for proceeds of $266,667 on the exercise of
      warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On August 7, 2007, the Company issued 180,000 Units to a
      finder in payment of a finders fee pursuant to a finders fee agreement
      dated July 27, 2007. Each Unit consisted of one common share and one-half
      of one common share purchase warrant. Each whole common share purchase
      warrant is exercisable into one common share at a price of $1.50 per
      warrant share until July 4, 2009. This finders fee was paid for services
      rendered by the finder, a registered broker-dealer, for services rendered
      in connection with a private placement with a qualified institutional
      buyer that the Company completed on July 4,
2007.                                                                                                                                                                                                                                                                                                                                                                                                

---

59

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL - Continued
      Stock Transactions
(continued)
|-- | --------------------------------------------------------------

On March 20, 2008, the Company
completed a brokered private placement and issued 2,116,000 units for gross
proceeds of $2,645,000. Each unit consisted of one common share and one-half of
one non-transferable share purchase warrant exercisable at $1.60 for a period of
18 months. The Company paid a cash commission of $185,180 to an agent for
services rendered in the transaction. The agent applied $92,500 of this cash
commission towards the purchase of an additional 74,000 units (issued for the
same unit price and on the same terms as the units issued in the brokered
private placement).

On March 20, 2008, the Company issued
an aggregate of 190,440 agents warrants to the agent and a co-operating broker
as a commission for the proceeds raised by the agent and the co-operating broker
in the brokered private placement. Each agents warrant entitles the holder to
purchase one common share of the Companys common stock at an exercise price of
$1.30 for a period of 18 months. The agents warrants were valued, using the
Black Scholes valuation model, at $62,327 and recorded as a cost of capital. The
assumptions used in the Black Scholes model were: risk free interest rate 
2.6%; expected life of the warrants  1.5 years; annualized volatility  44%;
and dividend rate  0%.

On March 20, 2008, the Company
completed a private placement and issued 80,000 units for gross proceeds of
$100,000. Each unit consisted of one common share and one-half of one
non-transferable share purchase warrant exercisable at $1.60 for a period of 18
months. The Company paid a finders fee of $5,000 in cash to a finder.

On March 25, 2008, the Company
completed a brokered private placement and issued 884,000 units for gross
proceeds of $1,105,000. Each unit consisted of one common share and one-half of
one non-transferable share purchase warrant exercisable at $1.60 for a period of
18 months. The Company also paid a cash commission of $77,350 to an agent for
services rendered in the closing of the private placement.

On March 25, 2008, the Company issued
an aggregate of 79,560 agents warrants to the agent and a co-operating broker
as a commission for the proceeds raised by the agent and the co-operating broker
in the brokered private placement. Each agents warrant entitles the holder to
purchase one common share of the Companys common stock at an exercise price of
$1.30 for a period of 18 months. . The agents warrants were valued, using the
Black Scholes valuation model, at $25,607 and recorded as a cost of capital. The
assumptions used in the Black Scholes model were: risk free interest rate 
2.7%; expected life of the warrants  1.5 years; annualized volatility  63%;
and dividend rate  0%.

On March 25, 2008, the Company issued
25,000 share purchase warrants to a Canadian agent as part of the consideration
for the Canadian agents services in acting as the Companys sponsor regarding
the Companys listing application to the Canadian TSX Venture Stock Exchange.
These share purchase warrants entitle the holder to purchase one share of the
Companys common stock at a price of $1.34 until March 25, 2009. . The agents
warrants were valued, using the Black Scholes valuation model, at $5,559 and
recorded as a cost of capital. The assumptions used in the Black Scholes model
were: risk free interest rate  2.7%; expected life of the warrants  1 year;
annualized volatility  39%; and dividend rate  0%.

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

---

60

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL - Continued Share purchase
      warrants             
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | Share purchase warrant transactions are summarized as
      follows:

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2007 |  | 1,433,917 |   | $ | 1.12             | 
| | Issued                      |  | 1,963,637 |   |   | 1.40             | 
| | Exercised                   |  | (666,667  | ) |   | 0.40             | 
| | Balance at January 31, 2008 |  | 2,730,887 |   |   | 1.50             | 
| | Issued                      |  | 2,997,000 |   |   | 1.03             | 
| | Expired                     |  | (767,250  | ) |   | 1.75             | 
| | Balance at January 31, 2009 |  | 4,960,637 |   | $ | 1.17             | 

At January 31, 2009, the following
share purchase warrants were outstanding and exercisable:

Number of
    Exerciseshares
    Price
    Expiry Date65,360
    $ 1.85
    February 28, 20098,277
    $ 1.35
    February 28, 2009900,000
    $ 1.50
    July 4, 200990,000
    $ 1.50
    July 4, 20091,135,000
    $ 1.60
    September 20, 2009190,440
    $ 1.30
    September 20, 2009467,000
    $ 1.60
    September 25, 200979,560
    $ 1.30
    September 25, 20091,125,000
    $ 0.15
    January 15, 2011900,000
    $
      1.25
    April
      13, 20124,960,637


Subsequent to January 31, 2009, 73,637
warrants with an average exercise price of $1.79 expired without exercise.

---

61

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL  Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Share purchase warrants (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On April 13, 2007 the Company entered into a consulting
      agreement with a company controlled by the President of the Company to
      provide the services of the President to the Company. Consideration under
      the Agreement included the issuance of 900,000 warrants exercisable at
      $1.25 for a two year period. The warrants were valued, using the Black
      Scholes valuation model, at $712,000 and recorded as stock based
      compensation in the financial statements. The assumptions used in the
      Black Scholes model were: risk free interest rate  4.7%; expected life of
      the warrants  2 years; annualized volatility  4.7%; and dividend rate 
      0%.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On February 16, 2005 our board of directors approved our 2005 Incentive Stock Plan, or 2005 Incentive Plan.  Under the 2005 Incentive Plan, options may be granted only to our directors, officers, employees and consultants. as determined by our board of directors.  Pursuant to the Plan, we reserved for issuance 2,500,000 shares of our common stock.  As at January 31, 2009, there were 10,000 shares of our common stock still available for future grant under the plan.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On November 10, 2007, our directors adopted our 2007 Stock Option Plan. Our 2007 Stock Option Plan permits our company to issue up to 5,662,310 shares of our common stock to directors, officers, employees and consultants of our company. The form of the 2007 Stock Option Plan has been approved by the TSX Venture Exchange and our stockholders.                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Stock option transactions are summarized as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                             |  | Number of |   |   | Weighted Average | 
| | --------------------------- |  | --------- | - | - | ---------------- | 
| |                             |  | Shares    |   |   | Exercise Price   | 
| |                             |  |           |   |   |                  | 
| | Balance at January 31, 2007 |  | 2,140,000 |   | $ | 0.37             | 
| | Granted                     |  | 250,000   |   |   | 1.26             | 
| | Exercised                   |  | (666,666  | ) |   | 0.32             | 
| | Balance at January 31, 2008 |  | 1,723,334 |   |   | 0.52             | 
| | Granted                     |  | 150,000   |   |   | 0.35             | 
| | Cancelled                   |  | (20,000   | ) |   | 0.62             | 
| | Balance at January 31, 2009 |  | 1,853,334 |   | $ | 0.50             | 

The weighted average fair value per
stock options granted during the year ended January 31, 2009 was $0.24 (2008 -
$0.86) .

---

62

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL  Continued Stock Options                                 
|-- | ------------------------------------------------------------------------
|   |                                                                         
|   | At January 31, 2009, the following stock options were
      outstanding:

| | Number of | Exercise |                  
| | --------- | -------- | -----------------
| | shares    | Price    | Expiry Date      
| |           |          |                  
| | 270,000   | $ 0.25   | December 13, 2009
| | 50,000    | $ 0.25   | June 29, 2010    
| | 400,000   | $ 0.49   | February 7, 2011 
| | 200,000   | $ 0.58   | February 9, 2011 
| | 100,000   | $ 0.62   | March 10, 2010   
| | 433,334   | $ 0.25   | June 26, 2015    
| | 150,000   | $ 1.35   | May 11, 2011     
| | 100,000   | $ 1.13   | November 13, 2012
| | 150,000   | $ 0.35   | October 28, 2013 
| | 1,853,334 |          |                  

The fair value of stock options granted
during the year ended January 31, 2009 was $29,230 (2008 - $216,165) which is
being recognized over the options vesting periods. At January 31, 2009,
1,778,334 stock options were exercisable. Total stock-based compensation
recognized during the year ended January 31, 2009 was $147,133 (2008 -
$1,130,676). Stock-based compensation has been recorded in the consolidated
statements of operations as follows, with corresponding additional paid-in
capital recorded in stockholders' equity:

| |                                 |   | Year
      Ended |  |   | Year
      Ended | 
| | ------------------------------- | - | ---------------- |  | - | ---------------- | 
| |                                 |   | January 31,      |  |   | January 31,      | 
| |                                 |   | 2009             |  |   | 2008             | 
| |                                 |   |                  |  |   |                  | 
| |                                 |   |                  |  |   |                  | 
| | Consulting fees                 | $ | 147,133          |  | $ | 1,126,423        | 
| | Mineral propety
      interests |   | -                |  |   | 4,253            | 
| |                                 | $ | 147,133          |  | $ | 1,130,676        | 

---

63

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|7. | SHARE CAPITAL - Continued                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                              
|   | Stock Options (continued)                                                                                                                    
|   |                                                                                                                                              
|   | The following weighted average assumptions were used for
      the Black-Scholes valuations of stock options granted during the
      period:

| |                          | Year
      Ended | Year
      Ended
| | ------------------------ | ---------------- | ----------------
| |                          | January 31,      | January 31,     
| |                          | 2009             | 2008            
| |                          |                  |                 
| | Risk-free interest rate  | 1.78%            | 4.17%           
| | Expected life of options | 5.0 years        | 4.4 years       
| | Annualized volatility    | 86%              | 90%             
| | Dividend rate            | 0%               | 0%              

|   | As at January 31, 2009, the aggregate intrinsic value
      (AIV) under the provisions of SFAS No. 123R of all outstanding, vested
      stock options was $7,533 and the AIV of options exercised during the year
      ended January 31, 2009 was $nil.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                            
|8. | RELATED PARTY
TRANSACTIONS                                                                                                                                                                                                                                 

| | a) | Effective November 1, 2005, the Company entered into a
      management agreement with an officer at CAD$2,500 per month. During the
      year ended January 31, 2009, the Company paid consulting fees of $32,197
      (2008 - $31,645) relating to this management agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | b) | On July 1, 2006, a director and officer of the Company
      advanced $90,410 to the Company. The advance was due on demand, bore
      interest at 6% and was secured by a promissory note. The note was repaid
      on March 12, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | In April, 2007, the Company entered into a Consulting
      Agreement with Frontera Geological Services Ltd., a company wholly-owned
      by the Companys President. Under the agreement, Frontera Geological
      Services Ltd. agreed to make the President available to the Company on a
      substantially full-time basis (approximately 80% of his working hours) to
      serve as President for a term of two years from the date of the agreement.
      In exchange, the Company agreed to pay a fee to Frontera Geological
      Services Ltd. consisting of cash in the amount of CAD$9,000 per month and
      agreed to issue to the Companys president 900,000 share purchase
      warrants. Each share purchase warrant may be exercised into one common
      share of the Company at an exercise price of $1.25 until they expire on
      April 13, 2012. If (a) during the period beginning on April 13, 2007 and
      expiring on April 13, 2008, the Company has income equal to or greater
      than $5,000,000 from all sources (including revenue from operations, sale
      of properties or any interest therein, sale of equity and similar income
      but excluding income from the sale of debt securities), or (b) during the
      period beginning on April 13, 2007 and expiring on April 13, 2009, the
      average price for the Companys common shares on any single market for 20
      consecutive trading-days equals or exceeds $3.00 then, in either of such
      events, the Company has agreed to issue 250,000 common shares as an
      incentive bonus.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | During the year ended January 31, 2009 the Company paid
      consulting fees of $115,908 (2008 - $113,921) and recorded stock based
      compensation of $Nil (2008 - $712,000) relating to this consulting
      agreement and a predecessor agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | All related party transactions involving provision of
      services or transfer of tangible assets in the normal course of business
      were recorded at the exchange amount, which is the value established and
      agreed to by the related parties reflecting arms length consideration
      payable for similar services or transfers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

64

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|9. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                
|   | At January 31, 2009, the Company and its subsidiary
      operated in one reportable segment, being the exploration for and the
      development of mining properties in Argentina. Identifiable assets,
      revenues and net loss in each geographic area are as
  follows:

| |                     |   | January
      31, |  |   | January
      31, | 
| | ------------------- | - | ----------------- |  | - | ----------------- | 
| |                     |   | 2009              |  |   | 2008              | 
| |                     |   |                   |  |   |                   | 
| | Identifiable assets |   |                   |  |   |                   | 
| | Canada              | $ | 120,576           |  | $ | 839,400           | 
| | Argentina           |   | 44,515            |  |   | 62,458            | 
| |                     | $ | 165,091           |  | $ | 901,858           | 

| |                   |   | Year
      Ended |  |   | Year
      Ended | 
| | ----------------- | - | ---------------- |  | - | ---------------- | 
| |                   |   | January 31,      |  |   | January 31,      | 
| |                   |   | 2009             |  |   | 2008             | 
| |                   |   |                  |  |   |                  | 
| | Loss for the year |   |                  |  |   |                  | 
| | Canada            | $ | 1,188,179        |  | $ | 1,977,911        | 
| | Argentina         |   | 3,339,656        |  |   | 1,710,403        | 
| |                   | $ | 4,527,835        |  | $ | 3,688,314        | 

|10. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Potential benefits of income tax losses and other tax
      assets are not recognized in the accounts until realization is more likely
      than not. As of January 31, 2009, the Company has net operating losses
      carried forward of approximately $6,864,000 for tax purposes subject to
      expiration as described below. Pursuant to SFAS 109, the Company is
      required to compute tax asset benefits for net operating losses carried
      forward and other items giving rise to deferred tax assets. Future tax
      benefits which may arise as a result of these losses and other items have
      not been recognized in these financial statements as their realization is
      determined not likely to occur and accordingly, the Company has recorded a
      valuation allowance for the deferred tax asset relating to these
    items.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The actual income tax provisions differ from the expected
      amounts calculated by applying the combined income tax rates applicable in
      each jurisdiction to the Companys loss before income taxes and minority
      interest. The components of these differences are as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                       |   | Year
      Ended |   |   | Year
      Ended |  
| | ------------------------------------- | - | ---------------- | - | - | ---------------- | -
| |                                       |   | January 31,      |   |   | January 31,      |  
| |                                       |   | 2009             |   |   | 2008             |  
| |                                       |   |                  |   |   |                  |  
| | Corporate income tax rate             |   | 34%              |   |   | 34%              |  
| |                                       |   |                  |   |   |                  |  
| | Expected income tax (recovery)        | $ | (1,539,000       | ) | $ | (1,254,000       | )
| | Items not deductible for tax purposes |   | 946,000          |   |   | 689,000          |  
| | Change in valuation allowance         |   | 593,000          |   |   | 565,000          |  
| | Income tax
      provision            | $ | -                |   | $ | -                |  

---

65

ARGENTEX MINING CORPORATION(An Exploration Stage
Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JANUARY 31, 2009 AND
2008 (Stated in U.S. Dollars)

|10. | INCOME TAXES - Continued                                                                             
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|    | The Companys tax-effected deferred income tax assets and
      liabilities are estimated as follows:

| |                                 |   | January
      31, |   |   | January
      31, |  
| | ------------------------------- | - | ----------------- | - | - | ----------------- | -
| |                                 |   | 2009              |   |   | 2008              |  
| |                                 |   |                   |   |   |                   |  
| | Non-capital loss carry forwards | $ | 2,334,000         |   | $ | 1,740,000         |  
| | Mineral property expenditures   |   | 2,047,000         |   |   | 1,158,000         |  
| |                                 |   | 4,381,000         |   |   | 2,898,000         |  
| | Less: valuation
      allowance |   | (4,381,000        | ) |   | (2,898,000        | )
| | Net deferred tax assets         | $ | -                 |   | $ | -                 |  

|    | The Companys net operating losses carried forward of
      approximately $6,864,000 for United States income tax purposes will
      expire, if not utilized through 2029.                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On February 10, 2009, The Company granted stock options
      to three directors, two employees and on investor relations consultant to
      purchase an aggregate of 1,385,000 shares of our common stock at an
      exercise price of $0.37 per share, for a term expiring February 10, 2014.
      The options are to vest in four installments over a one-year period, with
      each installment equal to 25% of the total number of options granted to
      each optionee.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On March 20, 2009, 120,000 options to purchase common
      shares at an exercise price of $0.25 were exercised by a director and
      officer and, accordingly, the Company issued 120,000 common shares for
      gross proceeds of $30,000.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On April 7, 2009, 80,000 options to purchase common
      shares at an exercise price of $0.25 were exercised by a director and
      officer and, accordingly, the Company issued 80,000 common shares for
      gross proceeds of $20,000.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On April 24, 2009, the Company sold 1,478,334 units to
      eight investors at a purchase price of $0.30 per unit for aggregate gross
      proceeds of approximately $443,500. Each unit consisted of one share of
      our common stock and one non-transferable unit warrant. Each unit warrant
      entitles the holder to purchase one additional share of our companys
      common stock for a purchase price of $0.45 until April 24,
  2011.                           

---

66

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As of January 31, 2009, the year end period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and
our principal accounting officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president and chief executive officer and our chief financial officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the fiscal year ended January 31,
2009 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

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

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

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of January 31, 2009 based on
the criteria set forth in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation.

---

67

In performing the assessment, management noted that, although
our audit committee is comprised of three independent directors, none of the
members is considered a financial expert. Our management believes that the lack
of a financial expert on our audit committee means that no member of our audit
committee has the financial expertise to review our financial statements for
potential errors and provide the necessary oversight over our managements
activities in the event of a management override of our internal control
policies. Our management believes that this lack of a financial expert on our
audit committee raises a reasonable possibility that a material misstatement of
our annual or interim financial statements may not be timely prevented or
detected and that it should therefore be considered a material weakness in our
internal control over financial reporting. Because of this material weakness,
our management believes that as of January 31, 2009, our companys internal
controls over financial reporting were not effective. We do not currently have
any plans to replace any existing member of our board of directors or our audit
committee, nor to we have any current plans to add any additional directors or
audit committee members.

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

Changes In Internal Controls Over Financial Reporting

In our annual report for the year ended January 31, 2008, filed
with the Securities and Exchange Commission on Form 10-KSB on April 30, 2008, as
amended on May 8, 2008, we identified a number of material weaknesses in our
internal control over financial reporting and we disclosed our plan to remediate
these material weaknesses over the then-current year. During the period covered
by this annual report on Form 10-K, we hired an independent consultant to review
our internal control policies. During the course of this review, we noted,
discussed, agreed upon, and approved the following disclosure with respect to
the material weaknesses identified by us in 2008 and the remediation of those
weaknesses:

(a)           
Our information technology systems now include appropriate procedures regarding
password protection of our computers, as well as daily off-site backup and
storage of our financial reporting data. As at January 31, 2009, we still did
not have mandatory password changes on our computers; however, this risk is
mitigated by the fact that the office building in which our offices are located
has a manned security service that physically monitors activity throughout
active business hours and restricts access to our office outside of normal
business hours through the use of scanned pass cards (which are monitored by the
buildings security team during non-business hours). Furthermore, we currently
usually have one or two staff members physically present in our offices
throughout the day, and the front of the office building is continually
monitored by an administrative assistant to prevent unauthorized access into our
office.

(b)           
An issue was raised with respect to lack of segregation of duties with respect
to procurement and disbursements. Our consultant noted that duties were
appropriately segregated because we will not process any disbursements from our
operations in South America unless one or more of our South American consultants
sends a signed purchase requisition to our President and Chief Executive
Officer. For general administrative costs, all invoices are physically reviewed
and approved by our President and Chief Executive Officer prior to payment. We
do not currently have a formal policy for purchase requisitions because we do
not have, and we do not intend to, incur charges on a significant acquisition or
disbursement. All company checks require dual signature and although our Chief
Financial Officer has access to both the general ledger and the cash handling,
all disbursements require the written approval and signature of our President
and Chief Executive Officer, who does not have access to the general ledger.

(c)          
There was a noted material weakness with respect to our recording of income
taxes and deferred tax assets for the year ended January 31, 2008. We believe
that, even though adjustments were historically noted relating to income taxes,
they are not considered material weaknesses based on the fact that: (i) we have
not earned any revenues and are not subject to any taxes payable that would
result in a violation of laws and regulations; and (ii) we have disclosed a
going concern assumption in our financial statements and, based on the
uncertainty of future revenues, have taken a full valuation allowance on any
deferred tax assets that have been calculated.

---

68

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

ITEM 9B. OTHER INFORMATION.

None.

---

69

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at April 29, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedKenneth Hicks
    Director and President
    49
    February 11, 2004Dr. Colin Godwin
    Director
    70
    June 1, 2005Jenna Hardy
    Director
    56
    February 7, 2006Richard Thibault
    Director
    53
    February 9, 2006Patrick Downey
    Director
    49
    September 10, 2008Hamish Malkin
    Chief Financial Officer
    62
    December 13, 2005Orlando
      Rionda(1)
    Legal Representative
    44
    June 1 2005


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

Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Kenneth E. Hicks, President and Director

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

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

---

70

Dr. Colin Godwin, Director

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

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

Jenna Hardy, Director

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

From 1996 through 2004, Ms. Hardy served as the Manager of
Health Safety Environment with Pan American Silver Corp. where she was
responsible for corporate oversight of health, safety and environmental issues
at operating subsidiaries in Peru, Mexico and Bolivia, as well as development
projects in Argentina, Canada and the USA. In 2004, Ms. Hardy reactivated a
consulting company that she founded in 1986 and currently provides
environmental, corporate development and corporate governance services to
clients consisting primarily of junior natural resource companies working in
Mexico and Canada. Since late 2004, she has been a member of Capstone Mining
Corp.s technical advisory board, providing guidance with respect to regulatory
and environmental compliance in connection with the expansion of the San Roberto
mine in Zacatecas, Mexico. On January 23, 2009, Ms Hardy became a director of
Triple Dragon Resources Inc (CNS-X:TDN).

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

Rick Thibault, Director

Mr. Thibault is a registered mining engineer with over 30 years
of experience in engineering, operations, management and consulting experience
in North and South America and is currently an independent mining consultant
providing management services to select clients.

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

He is the President, Chief Executive Officer and Director of
Antioquia Gold Inc. a publicly traded company with mining interests in Colombia.
He is also the President and Chief Operating Officer for the private company La
Camera Inc. that is currently exploring in Mexico. Mr. Thibault has a B.Sc.
(Mining Engineering) from Queen's University and is fluent in English, Spanish
and French.

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71

Patrick Downey, Director

Mr. Downey has been President, CEO, and director of Aura
Minerals, Inc., a TSX-listed company that is actively exploring and developing
properties in Brazil, since April 4, 2007 and brings with him over 25 years of
international experience in the resource industry. Mr. Downey was President, CEO
and Director of Viceroy Exploration Ltd. prior to its acquisition by Yamana Gold
Inc. in 2006 for CDN$600 million. Prior to that, he was President of
Consolidated Trillion Resources Ltd. and Oliver Gold Corporation, where he
negotiated the successful merger to form Canico Resource Corp., which was
purchased in 2006 by Companhia Vale do Rio Doce for over $800 million. He has
held senior engineering positions at several large-scale gold mining operations
and has also held operating positions at several mining projects for Anglo
American Corporation in South Africa. Mr. Downey is also a director of Mundoro
Mining Inc., Corex Gold Corporation, Magnum Uranium Corp., and Zoloto Resources,
and Novagold Resources Inc.

Hamish Malkin, Chief Financial Officer

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

Orlando Rionda, Legal Representative

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

Significant Employees

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

Diego Guido
    Senior Technical Advisor
      36


Diego Guido, Senior Technical Advisor

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

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

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72

Research (CONICET) in Argentina and is a lecturer in Ore
Deposits Geology at the Natural Science and Museum Faculty of La Plata National
University.

Family Relationships

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

Involvement in Certain Legal Proceedings

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

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Corporate Governance

Public Availability of Corporate Governance Documents.

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

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

Code of Ethics

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

- honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- ethical and fair dealing with our financial institutions, suppliers,
  vendors, competitors, agents and employees;
- full, fair, accurate, timely and understandable disclosure in our SEC
  reports and other public communications;
- compliance with applicable governmental laws, rules and regulations;
- lawful and ethical conduct when dealing with public officials and
  government entities;

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73

- prompt internal reporting of violations of the Corporate Code of Conduct
  to appropriate persons identified in the code; and
- accountability for adherence to the Code of Ethics.

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

Director Independence

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

Meeting and Committee of the Board of Directors

During the fiscal year ended January 31, 2009, our Board held
at least two meetings and each director attended all of the meetings of the
Board and the committees upon which such member served. It is our policy to
invite directors to attend the annual meeting of stockholders.

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

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

*Indicates the Chair of the Committee.

Audit Committee and Audit Committee Financial Expert

Effective March 31, 2006, our board of directors created an
audit committee and adopted an audit committee charter. On that same date we
appointed Jenna Hardy, Richard Thibault and Colin Godwin as members of our audit
committee. However, our board of directors has determined that we do not have a
member of our audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(5) of Regulation S-K. All of the members of our
audit committee are "independent" as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended. We do not
have an audit committee financial expert because we believe that the members of
our audit committee are collectively capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for
financial reporting.

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

- oversee our auditing, accounting and control functions, including having
  primary responsibility for our financial reporting process;
- monitor the integrity of our financial statements to ensure the balance,
  transparency and integrity of published financial information;
- monitor our outside auditors independence, qualifications and
  performance;

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74

- monitor our compliance with legal and regulatory requirements; and
- monitor the effectiveness of our internal controls and risk management
  system.

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

Having been formed in March 2006, our audit committee did not
meet during the year ended January 31, 2006. Our audit committee convened its
first meeting on April 26, 2007. Our audit committee conducted one meeting
during the year ended January 31, 2009.

Compensation Committee

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

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

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

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

During the year ended January 31, 2009, our compensation
committee had one meeting.

Nominating Committee

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

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

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

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75

During the year ended January 31, 2009, our nominating
committee had one meeting.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive
  officers and directors, and persons who own more than 10% of our common stock,
  to file reports regarding ownership of, and transactions in, our securities
  with the Securities and Exchange Commission and to provide us with copies of
  those filings. Based solely on our review of the copies of such forms received
  by us, or written representations from certain reporting persons, we believe
  that during fiscal year ended January 31, 2009, all filing requirements applicable
  to our officers, directors and greater than 10% percent beneficial owners were
  complied with, with the exception of the following:

Name
      Number of Late Reports
      Number of Transactions Not Reported
      on a Timely Basis
      Failure to File Requested FormsKenneth Hicks
    1(2)
    2(2)
    NilColin Godwin
    1(2)
    2(2)
    NilPatrick Downey
    2(1)(2)
    5(1)(2)
    NilJenna Hardy
    1(2)
    2(2)
    NilRichard Thibault
    1(2)
    2(2)
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3 - Initial Statement of
      Beneficial Ownership of Securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                       
|(2) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement in Changes of
      Beneficial Ownership.           

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation received during
the two years ended January 31, 2009 by our Chief Executive Officer, Chief
Financial Officer and each of the other most highly compensated executive
officers whose total compensation exceeded $100,000 in such fiscal year. These
officers are referred to as the Named Executive Officers in this Report.

Summary Compensation

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

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76

SUMMARY
        COMPENSATION TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock Awards ($)
      Option Awards
        ($)(4)
      Non- Equity
        Incentive Plan Compensa-tion
        ($)
      Change **in** Pension
        Value **and** NonqualifiedDeferred
        Compensation**Earnings** ($)
      **All** Other **Compensa** -tion ($)
      Total
        ($)Kenneth Hicks 
        Chairman of the 
        Board, President, 
        Secretary and 
        Treasurer
      2009  2008
      Nil  Nil
      Nil  Nil
      Nil  Nil
      Nil  712,000
      Nil  Nil
      Nil  Nil
      115,908  113,921
      115,908  825,921Hamish Malkin 
        Chief Financial 
        Officer
      2009  2008
      Nil  Nil
      Nil  Nil
      Nil  Nil
      Nil  Nil
      Nil  Nil
      Nil  Nil
      32,197  31,645
      32,197  31,645Diego Guido 
        Senior Technical 
        Advisor
      2009  2008
      Nil  Nil
      Nil  Nil
      29,230  Nil
      Nil  Nil
      Nil  Nil
      Nil  Nil
      84,000  84,000
      113,230  84,000


Compensation Discussion and Analysis

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

We are currently engaged in a discussion with Mr. Hicks in
respect of the compensation to be paid for his services.

On April 13, 2007, we issued 900,000 share purchase warrants to
Mr. Hicks as required by this consulting agreement. On July 5, 2005, we granted
to Mr. Hicks 500,000 options to purchase shares of our common stock at an
exercise price of $0.50 per share expiring on June 26, 2015. The exercise price
of these options was reduced to $0.25 on December 13, 2005. Also on July 5,
2005, we granted Mr. Hicks 500,000 options to purchase shares of our common
stock at an exercise price of $0.10 per share expiring on June 26, 2015. The
exercise price of these options was increased to $0.25 on December 13, 2005. On
February 7, 2006 we granted to Mr. Hicks 200,000 options to purchase shares of
our common stock at an exercise price of $0.49 per share expiring on February 7,
2011. On February 10, 2009 we granted to Mr. Hicks 750,000 options to purchase
shares of our common stock at an exercise price of $0.37 per share expiring on
February 10, 2014.

In March of 2006, we entered into a written consulting
agreement with Hamish Malkin dated as of November 1, 2005. This written
agreement confirmed the terms of our oral agreement with Mr. Malkin dated on or
about November 1, 2005, whereby he agreed to act as our Chief Financial Officer
and we agreed to pay him a consulting

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77

fee of approximately $1,039 (CDN $1,200) per month during the
months of November and December of 2005 and a consulting fee of approximately
$2,500 (CDN $2,500) per month for each month during calendar year 2006. In this
agreement, we also agreed to grant to Mr. Malkin options to purchase an
aggregate of 200,000 shares of our common stock at an exercise price of $0.25
per share. Although this written agreement has expired, Mr. Malkin continues to
act as our Chief Financial Officer (and our principal accounting and financial
officer) and we continue to pay Mr. Malkin a cash consulting fee for those
services. As required by our written agreement with him, on December 13, 2005,
we issued options to purchase 200,000 shares of our common stock to Mr. Malkin
at an exercise price of $0.25 per share. These options will expire on December
13, 2009.

We have an oral agreement with our bookkeeper, Ramon Belonio,
pursuant to which Mr. Belonio keeps our accounting records on an as-needed basis
at an hourly rate of approximately $24 (CDN $30) per hour. On February 10, 2009
we granted to Mr. Belonio 15,000 options to purchase shares of our common stock
at an exercise price of $0.37 per share. These options will vest in quarterly
installments and expire on February 10, 2014.

We also have an oral consulting agreement with Diego Guido. He
supervises the geological aspects of data compilation, interpretation and design
of exploration programs for detail mapping, reconnaissance exploration and drill
targeting. Until June, 2008, Mr. Guido worked for us on an as-required basis
and we paid him at a daily rate for time spent. Since June, 2008, he has begun
to work for us on a full time basis and we have paid him $7,000 per month. In
addition to this compensation, on December 7, 2006 we awarded to Mr. Guido an
incentive bonus in the form of 15,000 shares of our common stock and, on May 11,
2007, we awarded to Mr. Guido an additional incentive bonus in the form of
35,000 shares of our common stock. On December 13, 2005 we granted to Mr. Guido
50,000 options to purchase shares of our common stock at an exercise price of
$0.25 per share. These options have all vested and expire on December 13, 2009.
On March 10, 2006, we granted to Mr. Guido 50,000 options to purchase shares of
our common stock at an exercise price of $0.62 per share. These options have all
vested and expire on March 10, 2010. On October 28, 2008, we granted to Mr.
Guido 150,000 options to purchase shares of our common stock at an exercise
price of $0.35 for a five year term expiring October 28, 2013.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as
its full-time legal representative in Argentina. Mr. Rionda performs
administrative tasks on a full-time basis and looks after our local claims
management, accounting, field logistical support, legal administration, field
staffing and other matters in Argentina. Until June, 2008, our subsidiary paid
Mr. Rionda at a rate of $75 per day for each day worked in the office and $150
per day for each work day spent in the field. Since June, 2008, our subsidiary
has paid him $5,000 per month. In addition to this compensation, on December 7,
2006, we awarded to Mr. Rionda an incentive bonus in the form of 15,000 shares
of our common stock and, on May 11, 2007, we awarded to Mr. Rionda an additional
incentive bonus in the form of 35,000 shares of our common stock. On June 27,
2005, we granted to Mr. Rionda 50,000 options to purchase shares of our common
stock at an exercise price of $0.25 per share. These options have all vested and
expire on June 26, 2010. On March 10, 2006, we granted to Mr. Rionda 50,000
options to purchase shares of our common stock at an exercise price of $0.62 per
share. These options have all vested and expire on March 10, 2010.

We had an oral consulting agreement with Primoris Group Inc., a
Toronto, Ontario, Canada based investor relations firm pursuant to which
Primoris Group provided our company with services and advice relating to our
website, press releases and investor communications. In exchange for these
services, we paid to Primoris Group Inc. a monthly consulting fee of $3,500. On
September 26, 2007, we entered into a written consulting agreement with Primoris
Group Inc., pursuant to which we agreed to pay Primoris Group Inc. a monthly
consulting fee of $5,500 for its media and investor relations services,
effective October 1, 2007. On May 11, 2007, we granted to Primoris Group Inc.
150,000 options to purchase common shares of our company at an exercise price of
$1.35. These options have all vested and expire on May 11, 2011. On February 10,
2009, we granted to the Primoris Group Inc. an additional 200,000 options to
purchase common shares of our company at an exercise price of $0.37. These
options will vest in four quarterly installments over a one year period and
expire on February 10, 2014.

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78

Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding the
outstanding equity awards held by each of the named executive officers as of
January 31, 2009.

OPTION
        AWARDS
      STOCK
        AWARDSName 
        (a)
      Number of 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Exercisable 
        (b)
      Number of 
        Securities 
        Underlying 
        Unexercised 
        Options 
        (#) 
        Unexercisable 
        (c)
      Equity 
        Incentive Plan 
        Awards: 
        Number of 
        Securities 
        Underlying 
        Unexercised 
        Unearned 
        Options 
        (#) 
        (d)
      Option 
        Exercise 
        Price 
        ($) 
        (e)
      Option 
        Expiration 
        Date 
        (f)
      Number 
        of Shares 
        or Units 
        of Stock 
        That 
        Have Not 
        Vested 
        (#) 
        (g)
      Market 
        Value of 
        Shares 
        or Units 
        of Stock 
        That 
        Have 
        Not 
        Vested 
        ($) 
        (h)
      Equity 
        Incentive 
        Plan 
        Awards: 
        Number of 
        Unearned 
        Shares, 
        Units or 
        Other 
        Rights That 
        Have Not 
        Vested 
        (#) 
        (i)
      Equity 
        Incentive 
        Plan 
        Awards: 
        Market or 
        Payout 
        Value of 
        Unearned 
        Shares, 
        Units or 
        Other Rights 
        That Have 
        Not Vested 
        (#) 
        (j)Kenneth 
        Hicks
      333,334
      N/A
      333,334
      $0.25
      Mar 16/13
      Nil
      Nil
      Nil
      NilHamish 
        Malkin
      200,000
      N/A
      200,000
      $0.25
      Dec 13/09
      Nil
      Nil
      Nil
      NilDiego 
        Guido
      50,000
      N/A
      50,000
      $0.62
      Mar 10/10
      Nil
      Nil
      Nil
      Nil


Aggregated Option Exercises

There were no options exercised by any officer or director of
our company during our twelve month period ended January 31, 2009.

Long-Term Incentive Plan

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

We entered into a consulting agreement with Frontera Geological
Services Ltd. which provides for an incentive bonus for Kenneth Hicks for his
services as President of our company. This agreement provides that Mr. Hicks is
entitled to receive 250,000 common shares of our stock if (a) during the period
beginning on April 13, 2007 and expiring on April 13, 2008, our income was equal
to or greater than $5,000,000 (U.S.) from all sources (including revenue from
operations, sale of properties or any interest therein, sale of equity and
similar income but excluding income from the sale of debt securities), or (b)
during the period beginning on April 13, 2007 and expiring on April 13, 2009,
the average price of our common shares on any single market for 20 consecutive
trading-days equals or exceeds $3.00 (U.S.). Mr. Hicks is currently entitled to
receive these common shares because the condition stated in subparagraph (a)
above has been met. These common shares have not yet been issued.

The consulting agreement with Frontera also provides that,
should Mr. Hicks have been terminated prior to April 13, 2009 for any reason
other than for cause, he was to receive a lump sum equal to his contract fee
(plus value added taxes) for either (i) six months (ii) the remainder of the
term or (iii) two months for each year Mr. Hicks worked for us since February
2004, whichever is greater. In addition to the termination fee, Mr. Hicks would
also be entitled to receive the incentive bonus set out in his consulting
agreement, regardless of whether it had been earned.

In the event of a change of control, Mr. Hicks will receive a
lump sum of equal to his fee (plus value added taxes) for twelve moths, upon
payment of which Mr. Hicks will be deemed to have resigned as a director and his
consulting agreement will expire. A change of control is defined in the
consulting agreement which can be viewed at
http://www.sec.gov/Archives/edgar/data/1167887/000108503707000857/exhibit10_1.htm

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79

The term of our agreement with Frontera commenced on April 13,
2007 and expired April 13, 2009, but the agreement provides for an automatic
renewal for an additional term of two years unless either party gives notice to
the other party that it does not wish to renew. Prior to the expiration of the
original term, Mr. Hicks, acting on behalf of Frontera, gave notice that he
desired to renegotiate the terms of his compensation. We are currently engaged
in a discussion with Mr. Hicks in respect of the compensation to be paid for his
services.

Other than our 2005 Stock Option Plan, our 2007 Stock Option
Plan and Mr. Hicks incentive bonus, we do not have any material bonus or profit
sharing plans pursuant to which cash or non-cash compensation is or may be paid
to our directors or executive officers, except that stock options may be granted
at the discretion of our board of directors.

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

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director during the fiscal year
ended January 31, 2009.

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

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

As of April 29, 2009, there were 32,790,552 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

Name and
      Address of Beneficial Owner
      Title
        of Class(1)
      Amount
        and Nature of Beneficial Ownership
      Percentage
        of Class(2)Kenneth Hicks Suite 602, 1112 West Pender Street
      Vancouver, BC V6E 2S1
      common stock
      3,862,500(3) Direct
      10.7%Hamish Malkin Suite 602, 1112 West Pender Street
      Vancouver, BC V6E 2S1
      common stock
      200,000(4)        
        Direct
      0.6%Jenna Hardy Suite 602, 1112 West Pender Street
      Vancouver, BC V6E 2S1
      common stock
      300,000(5)       
        Direct
      0.9%Colin Godwin Suite 602, 1112 West Pender Street
      Vancouver, BC V6E 2S1
      common stock
      300,000(6)        
        Direct
      0.9%


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80

Name and
      Address of Beneficial Owner
      Title of Class(1)
      Amount and Nature of Beneficial Ownership
      Percentage of Class(2)Richard Thibault Suite 602, 1112 West Pender Street
      Vancouver, BC V6E 2S1
    common stock
      250,000(7)    Direct 
             150,000(7) Indirect(8)
      1.2%Patrick Downey PO Box 10434 Pacific Centre Suite
      950  777 Dunsmuir Street Vancouver, B.C. V7Y 1K4
    common stock
      850,000(9) Direct
      2.4%Total Directors
      and officers as a group
    
      5,912,500(10)
      15.7%


| | (1)  | Beneficial ownership is determined in accordance with SEC
      rules and generally includes voting or investment power with respect to
      securities. Shares of common stock subject to options, warrants and
      convertible preferred stock currently exercisable or convertible, or
      exercisable or convertible within 60 days, would be counted as outstanding
      for computing the percentage of the person holding such options or
      warrants but not counted as outstanding for computing the percentage of
      any other person.            
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (2)  | Based on 32,790,552 shares of common stock issued and
      outstanding as of April 29, 2009. Beneficial ownership is determined in
      accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Except as otherwise
      indicated, we believe that the beneficial owners of the common stock
      listed above, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (3)  | Includes 320,834 stock options which may be exercised
      into common shares and 1,650,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (4)  | Includes 200,000 stock options which may be exercised
      into common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (5)  | Includes 200,000 stock options which may be exercised
      into common shares and 50,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (6)  | Includes 200,000 stock options which may be exercised
      into common shares and 50,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (7)  | Includes 250,000 stock options which may be exercised
      into common shares and 75,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (8)  | 75,000 common shares and 75,000 share purchase warrants
      are held by Miriam Galey, spouse of Richard Thibault.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (9)  | Includes 150,000 stock options which may be exercised
      into common shares and 300,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (10) | Includes 1,320,834 stock options which may be exercised
      into common shares and 2,125,000 share purchase warrants which may be
      exercised into common shares.                                                                                                                                                                                                                                                                                                                                                                                                 

Changes in Control

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

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

Except as disclosed below, since the beginning of the year
ended January 31, 2007, there have been no transactions or proposed transactions
in which the amount involved exceeds the lesser of $120,000 or one percent of
the average of our total assets at year-end for the last two completed fiscal
years ($53,348) in which any of our directors, nominees for directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

On April 13, 2007, we entered into a consulting agreement with
Frontera Geological Services Ltd., a company that is wholly-owned by our
President, Ken Hicks. Under the agreement, Frontera Geological Services Ltd. has
agreed to make Mr. Hicks available to us on a substantially full-time basis
(approximately 80% of his working hours) to serve as our President for a term of
two years from the date of the agreement. In exchange, we agreed to pay a fee to
Frontera Geological Services Ltd. consisting of cash in the amount of
approximately $7,684 (CDN$9,000) per

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81

month and we agreed to issue to Mr. Hicks 900,000 share
purchase warrants. Each share purchase warrant may be exercised into one common
share of our company at an exercise price of $1.25 until they expire on April
12, 2012. On April 13, 2007, we issued these 900,000 share purchase warrants to
Mr. Hicks. The consulting agreement provides that if (a) during the period
beginning on April 13, 2007 and expiring on April 13, 2008, our income was equal
to or greater than $5,000,000 (U.S.) from all sources (including revenue from
operations, sale of properties or any interest therein, sale of equity and
similar income but excluding income from the sale of debt securities), or (b)
during the period beginning on April 13, 2007 and expiring on April 13, 2009,
the average price for one of our common shares on any single market for 20
consecutive trading-days equaled or exceeded $3.00 (U.S.) then, in either of
such events, we have agreed to issue to Mr. Hicks, as an incentive bonus,
250,000 of our common shares. Mr. Hicks is currently entitled to receive these
common shares because the condition stated in subparagraph (a) above has been
met. These common shares have not yet been issued. The term of this agreement
commenced on April 13, 2007 and expired April 13, 2009, but the agreement
provides for an automatic renewal for an additional term of two years unless
either party gives notice to the other party that it does not wish to renew.
Prior to the expiration of the original term, Mr. Hicks, acting on behalf of
Frontera, gave notice that he desired to renegotiate the terms of his
compensation. We are currently engaged in a discussion with Mr. Hicks in respect
of the compensation to be paid for his services.

On July 5, 2005, we granted to Mr. Hicks 500,000 options to
purchase shares of our common stock at an exercise price of $0.50 per share
expiring on June 26, 2015. The exercise price of these options was reduced to
$0.25 on December 13, 2005. Also on July 5, 2005, we granted Mr. Hicks 500,000
options to purchase shares of our common stock at an exercise price of $0.10 per
share expiring on June 26, 2015. The exercise price of these options was
increased to $0.25 on December 13, 2005. On February 7, 2006 we granted to Mr.
Hicks 200,000 options to purchase shares of our common stock at an exercise
price of $0.49 per share expiring on February 7, 2011. On February 10, 2009 we
granted to Mr. Hicks 750,000 options to purchase shares of our common stock at
an exercise price of $0.37 per share expiring on February 10, 2014.

On May 5, 2006 we issued 200,000 shares of our common stock to
Mr. Hicks upon the exercise of options. The options were exercisable at an
exercise price of $0.25 per share. On March 12, 2007, Mr. Hicks exercised
418,395 options that were exercisable at an exercise price of $0.25 per share
and, accordingly, we issued 418,395 shares of our common stock. Payment for the
exercise of 376,739 of 418,395 options was made by applying the outstanding
balance of a debt due from our company to Mr. Hicks evidenced by a promissory
note made by our company on July 1, 2006. At the date of exercise, we owed Mr.
Hicks principal and accrued interest of approximately $94,184.93
(CDN$104,175.34) . This promissory note has now been cancelled. Payment for the
balance of 418,395 options was made by applying $10,414 due to Mr. Hicks for
reimbursable expenses. On April 2, 2007, Mr. Hicks exercised 248,271 options
and, accordingly, we issued 248,271 shares of our common stock to Mr. Hicks. Of
the 248,271 options, 48,271 had an exercise price of $0.25 per share and 200,000
had an exercise price of $0.49 per share. Except with respect to the 750,000
options granted to Mr. Hicks on February 10, 2009, all of the remaining options
owned by Mr. Hick have vested.

On July 1, 2006, Mr. Hicks made a loan in the principal amount
of CDN$100,000 to our company, which was evidenced by a demand promissory note
bearing simple interest at six percent (6%) (this loan was repaid on March 12,
2007, when Mr. Hicks applied the balance owed as against the exercise price of
options to purchase shares of our common stock).

On January 15, 2009, we sold to Mr. Hicks 750,000 units (with
each unit consisting of one common share and one common share purchase warrant)
at a price of $0.10 per unit for an aggregate purchase price of $75,000. Each
unit warrant entitles the holder to purchase one additional common share for
$0.15 until the second anniversary of the closing.

In March of 2006, we entered into a written consulting
agreement with Hamish Malkin dated as of November 1, 2005. This written
agreement confirmed the terms of our oral agreement with Mr. Malkin dated on or
about November 1, 2005, whereby he agreed to act as our Chief Financial Officer
and we agreed to pay him a consulting fee of approximately $1,039 (CDN $1,200)
per month during the months of November and December of 2005 and a consulting
fee of approximately $2,500 (CDN $2,500) per month for each month during
calendar year 2006. In this agreement, we also agreed to grant to Mr. Malkin
options to purchase an aggregate of 200,000 shares of our

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82

common stock at an exercise price of $0.25 per share. Although
this written agreement has expired, Mr. Malkin continues to act as our Chief
Financial Officer (and our principal accounting and financial officer) and we
continue to pay Mr. Malkin a cash consulting fee for those services. As required
by our written agreement with him, on December 13, 2005, we issued options to
purchase 200,000 shares of our common stock to Mr. Malkin at an exercise price
of $0.25 per share. These options will expire on December 13, 2009.

We have an oral agreement with our bookkeeper, Ramon Belonio,
pursuant to which Mr. Belonio keeps our accounting records on an as-needed basis
at an hourly rate of approximately $24 (CDN $30.00) per hour.

We also have an oral consulting agreement with Diego Guido. He
supervises the geological aspects of data compilation, interpretation and design
of exploration programs for detail mapping, reconnaissance exploration and drill
targeting. Until June, 2008, Mr. Guido worked for us on an as-required basis
and we paid him at a daily rate for time spent. Since June, 2008, he has begun
to work for us on a full time basis and we have paid him $7,000 per month. In
addition to this compensation, on December 7, 2006 we awarded to Mr. Guido an
incentive bonus in the form of 15,000 shares of our common stock and, on May 11,
2007, we awarded to Mr. Guido an additional incentive bonus in the form of
35,000 shares of our common stock. On December 13, 2005 we granted to Mr. Guido
50,000 options to purchase shares of our common stock at an exercise price of
$0.25 per share. These options have all vested and expire on December 13, 2009.
On March 10, 2006, we granted to Mr. Guido 50,000 options to purchase shares of
our common stock at an exercise price of $0.62 per share. These options have all
vested and expire on March 10, 2010. On October 28, 2008, we granted to Mr.
Guido 150,000 options to purchase shares of our common stock at an exercise
price of $0.35 for a five year term expiring October 28, 2013.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as
its full-time legal representative in Argentina. Mr. Rionda performs
administrative tasks on a full-time basis and looks after our local claims
management, accounting, field logistical support, legal administration, field
staffing and other matters in Argentina. Until June, 2008, our subsidiary paid
Mr. Rionda at a rate of $75 per day for each day worked in the office and $150
per day for each work day spent in the field. Since June, 2008, our subsidiary
has paid him $5,000 per month. In addition to this compensation, on December 7,
2006, we awarded to Mr. Rionda an incentive bonus in the form of 15,000 shares
of our common stock and, on May 11, 2007, we awarded to Mr. Rionda an additional
incentive bonus in the form of 35,000 shares of our common stock. On June 27,
2005, we granted to Mr. Rionda 50,000 options to purchase shares of our common
stock at an exercise price of $0.25 per share. These options have all vested and
expire on June 26, 2010. On March 10, 2006, we granted to Mr. Rionda 50,000
options to purchase shares of our common stock at an exercise price of $0.62 per
share. These options have all vested and expire on March 10, 2010.

On November 13, 2007, we issued 100,000 options to Patrick
Downey, a nominee for director, pursuant to our 2007 Stock Option Plan with an
exercise price of $1.13 per share. These options expire on November 13, 2012. On
March 20, 2008, we sold 200,000 units to Mr. Downey at a purchase price of $1.25
per unit for gross proceeds of $250,000. Each unit consists of one common share
and one-half of one non-transferable share purchase warrant exercisable at $1.60
until September 20, 2009. On January 15, 2009, we sold to Mr. Downey 200,000
units (with each unit consisting of one common share and one common share
purchase warrant) at a price of $0.10 per unit for an aggregate purchase price
of $20,000. Each unit warrant entitles the holder to purchase one additional
common share for $0.15 until the second anniversary of the closing. On February
10, 2009 we granted to Mr. Downey 200,000 options to purchase shares of our
common stock at an exercise price of $0.37 per share expiring on February 10,
2014.

On February 7, 2006, we granted Colin Godwin, our director,
200,000 options to purchase shares of our common stock at an exercise price of
$0.49. These options have all vested and expire on February 7, 2011. On January
15, 2009, we sold to Godwin Consultants Ltd, a corporation wholly-owned by Mr.
Godwin and his wife, 50,000 units (with each unit consisting of one common share
and one common share purchase warrant) at a price of $0.10 per unit for an
aggregate purchase price of $5,000. Each unit warrant entitles the holder to
purchase one additional common share for $0.15 until the second anniversary of
the closing.

On February 7, 2006, we granted Jenna Hardy, our director,
200,000 options to purchase shares of our common stock at an exercise price of
$0.49. These options have all vested and expire on February 7, 2011. On January
15, 2009, we sold to Ms Hardy 50,000 units (with each unit consisting of one
common share and one common share

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83

purchase warrant) at a price of $0.10 per unit for an aggregate
purchase price of $5,000. Each unit warrant entitles the holder to purchase one
additional common share for $0.15 until the second anniversary of the closing

On February 9, 2006, we granted Richard Thibault, our director,
200,000 options to purchase shares of our common stock at an exercise price of
$0.58. These options have all vested and expire on February 9, 2011. On January
15, 2009, we sold to Miriam Galey, Mr. Thibaults wife, 75,000 units (with each
unit consisting of one common share and one common share purchase warrant) at a
price of $0.10 per unit for an aggregate purchase price of $7,500. Each unit
warrant entitles the holder to purchase one additional common share for $0.15
until the second anniversary of the closing. Finally, on February 10, 2009 we
granted to Mr. Thibault 200,000 options to purchase shares of our common stock
at an exercise price of $0.37 per share expiring on February 10, 2014.

Transactions with Independent Directors

Other than as set out below or disclosed under the heading
Certain Relationships and Related Transactions, and Director Independence,
none of our independent directors entered into any transaction, relationship or
arrangement during the year ended January 31, 2009 that was considered by our
board of directors in determining whether the director maintained his or her
independence in accordance with Nasdaq Marketplace Rule 4200(a)(15).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended January 31, 2009 and January 31, 2008 for professional
services rendered by Morgan & Company for the audit of our annual
consolidated financial statements, quarterly reviews of our interim consolidated
financial statements and services normally provided by the independent
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

Year Ended January 31, 2009
    Year Ended January 31, 2008Audit Fees and Audit Related Fees
    $49,400
    $43,295Tax
      Fees
    $Nil
    $NilAll
      Other Fees
    $Nil
    $NilTotal
    $49,400
    $43,295


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

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

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

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

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84

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

|Exhibit | Description                                                                                                                                                                                                                                                                                                                
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            
|(3)     | Articles of Incorporation and Bylaws                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                            
|3.1     | Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB- 2 filed with the
      Commission on March 12, 2002 and incorporated herein by reference.                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                            
|3.2     | By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed with the Commission on March 12,
      2002 and incorporated herein by reference.                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                            
|3.3     | Certificate of Designation of Series A Convertible
      Preferred Stock, filed as an exhibit to the annual report on Form 10-KSB
      filed with the Commission on April 30, 2004 and incorporated herein by
      reference.                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            
|3.4     | Articles of Merger field with the Secretary of State of
      Nevada on November 5, 2007, filed as an exhibit to the current report on
      Form 8-K filed with the Commission on November 15, 2007 and incorporated
      herein by reference.                                                                           
|        |                                                                                                                                                                                                                                                                                                                            
|3.5     | Certificate of Merger of Argentex Mining Corporation into
      Argentex Mining Corporation filed with the Secretary of State of Delaware
      on November 5, 2007, filed as an exhibit to the current report on Form 8-K
      filed with the Commission on November 15, 2007 and incorporated herein by
      reference.
|        |                                                                                                                                                                                                                                                                                                                            
|(4)     | Instruments Defining the Rights of Security Holders,
      Including Indentures                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                            
|4.1     | 2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on November 15, 2007
      and incorporated herein by reference.                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                            
|(10)    | Material Contracts                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                            
|10.1    | Mineral Property Option Agreement dated February 24, 2004
      between the Registrant and Chris Dyakowski, filed as an exhibit to the
      current report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                             
|        |                                                                                                                                                                                                                                                                                                                            
|10.2    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Chris Dyakowski, filed as an exhibit to
      the current report on Form 8-K filed with the Commission on March 4, 2004
      and incorporated herein by reference.                                                        
|        |                                                                                                                                                                                                                                                                                                                            
|10.3    | Share Purchase Agreement dated February 24, 2004 between
      the Registrant and Chris Dyakowski, filed as an exhibit to the current
      report on Form 8-K filed with the Commission on March 4, 2004 and
      incorporated herein by reference.                                                                      
|        |                                                                                                                                                                                                                                                                                                                            
|10.4    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and San Telmo Energy Ltd., filed as an exhibit
      to the current report on Form 8-K filed with the Commission on March 4,
      2004 and incorporated herein by reference.                                                  
|        |                                                                                                                                                                                                                                                                                                                            
|10.5    | Mineral Property Acquisition Agreement dated February 24,
      2004 between the Registrant and Storm Cat Energy Corp., filed as an
      exhibit to the current report on Form 8-K filed with the Commission on
      March 4, 2004 and incorporated herein by reference.                                                 
|        |                                                                                                                                                                                                                                                                                                                            
|10.6    | Consulting Agreement dated February 12, 2005 between the
      Registrant and Kenneth Hicks, filed as an exhibit to the annual report on
      Form 10-KSB, filed with the Commission on May 13, 2005 and incorporated
      herein by reference.                                                                          

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85

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.7    | Consulting Agreement dated February
        25, 2005 between the Registrant and Chris Dyakowski, and Consulting Agreement
        dated February 12, 2005 between the Registrant and Kenneth Hicks, filed
        as an exhibit to the annual report on Form 10-KSB, filed with the Commission
        on May 13, 2005 and incorporated herein by reference.
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.8    | Diamond Core Drilling (Surface)
        Agreement, dated as of January 18, 2005, between the Registrant and Connors
        Argentina S.A., filed as an exhibit to the current report on Form 8-K
        filed with the Commission on January 24, 2005 and incorporated herein
        by reference.                                                       
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.9    | Amendment to Mineral Property
        Acquisition Agreement dated June 30, 2005, filed as an exhibit to the
        current report on Form 8-K filed with the Commission on July 5, 2005 and
        incorporated herein by reference.                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.10   | Restated Amendment to Mineral
        Property Acquisition Agreement dated August 8, 2005, filed as an exhibit
        to the current report on Form 8-K, filed with the Commission on August
        9, 2005 and incorporated herein by reference.                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.11   | Consulting Agreement dated April
        12, 2007 with Frontera Geological Services Ltd. filed as an exhibit to
        our current report on Form 8-K, filed with the Commission on April 18,
        2007 and incorporated herein by reference.                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.12   | Private Placement Subscription
        Agreement dated October 14, 2008 filed as an exhibit to our current Report
        on Form 8-K, filed with the Commission on October 20, 2008 and incorporated
        herein by reference.                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.13   | Form of Subscription Agreement
        for Debentures filed as an exhibit to our current Report on Form 8-K,
        filed with the Commission on January 14, 2009 and incorporated herein
        by reference.                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.14   | Form of Subscription Agreement
        for Units filed as an exhibit to our current Report on Form 8-K, filed
        with the Commission on January 15, 2009 and incorporated herein by reference.                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                             
|10.15   | Form of Subscription Agreement
        filed as an exhibit to our current Report on Form 8-K, filed with the
        Commission on April 27, 2009 and incorporated herein by reference.                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                             
|(14)    | Code of Ethics                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                             
|14.1    | Code of Ethics and Business
        Conduct of Officers, Directors and Employees, filed as an exhibit to the
        annual report on Form 10-KSB filed with the Commission on April 30, 2004
        and incorporated herein by reference.                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                             
|(21)    | Subsidiaries                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                             
|21.1    | Subsidiaries of Argentex Mining
        Corporation                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                             
|        | SCRN Properties Ltd.                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                             
|31.1*   | Certification
        of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
        promulgated under the Securities and Exchange Act of 1934,
    (Chief Executive Officer).                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                             
|31.2*   | Certification
        pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
        and Exchange Act of 1934, (Chief Financial Officer).                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                             
|32.1*   | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer).                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                             
|32.2*   | Certification
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes- Oxley Act of 2002 (Chief Financial Officer).                                                                                                                                                                                          

*Filed herewith

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86

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ARGENTEX MINING CORPORATION

By:            
/s/ Kenneth Hicks Kenneth Hicks, President and Director (Principal
Executive Officer) May 1, 2009

By:            
/s/ Hamish Malkin Hamish Malkin, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer) May 1, 2009

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

By:            
/s/ Kenneth Hicks Kenneth Hicks, President and Director (Principal
Executive Officer) May 1, 2009

By:            
/s/ Hamish Malkin 
Hamish Malkin, Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer) May 1, 2009

By:            
/s/ Jenna Hardy 
Jenna Hardy, Director May 1, 2009

By:            
/s/ Colin Godwin 
Colin Godwin, Director May 1, 2009

By:            
/s/ Richard Thibault Richard Thibault, Director 
May 1, 2009

By:             /s/ Patrick Downey
Patrick Downey, Director 
May 1, 2009

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