Argentex Mining Corporation: Exhibit 10.1 - Filed by newsfilecorp.com








 

Execution Version

INVESTMENT NUMBER 29492

     Equity and Warrant

Subscription Agreement

between

     ARGENTEX MINING CORPORATION


and 

INTERNATIONAL FINANCE CORPORATION

September 24, 2010



 




- 1 -

TABLE OF CONTENTS

	ARTICLE
      I DEFINITIONS AND INTERPRETATION 	1
      
	     SECTION
      1.01. DEFINITIONS 	1
      
	     SECTION
      1.02. INTERPRETATION 	6
      
	     SECTION
      1.03. ANNEXES/SCHEDULES 	7
      
	  	  
	ARTICLE
      II SUBSCRIPTION 	7
      
	  	  
	     SECTION
      2.01. SUBSCRIPTION FOR PURCHASED SHARES AND WARRANTS 	7
      
	     SECTION
      2.02. ACCEPTANCE 	7
      
	     SECTION
      2.03. ADJUSTMENTS. 	7
      
	  	  
	ARTICLE
      III CLOSING ARRANGEMENTS 	8
      
	     SECTION
      3.01. CLOSING OF SUBSCRIPTION. 	8
      
	     SECTION
      3.02. WARRANTS AND PURCHASED SHARES. 	8
      
	     SECTION
      3.03. CANCELLATION BY IFC 	8
      
	  	  
	ARTICLE
      IV REPRESENTATIONS AND WARRANTIES 	9
      
	     SECTION
      4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 	9
      
	     SECTION
      4.02. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 	14
      
	     SECTION
      4.03. REPRESENTATIONS AND WARRANTIES OF IFC. 	14
      
	  	  
	ARTICLE
      V CONDITIONS OF CLOSING 	17
      
	     SECTION
      5.01. CONDITIONS PRECEDENT 	17
      
	     SECTION
      5.02. CONDITIONS FOR IFC’S BENEFIT 	18
      
	     SECTION
      5.03. CONDITIONS FOR THE BENEFIT OF THE COMPANY 	18
      
	     SECTION
      5.04. PERIOD FOR SATISFACTION OF THE CONDITIONS PRECEDENT. 	19
      
	     SECTION
      5.05. CLOSING 	19
      
	  	  
	ARTICLE
      VI COVENANTS 	19
      
	     SECTION
      6.01. COVENANTS BY THE COMPANY. 	19
      
	  	  
	ARTICLE
      VII GENERAL 	22
      
	     SECTION
      7.01. ENUREMENT. 	22
      
	     SECTION
      7.02. NOTICES. 	22
      
	     SECTION
      7.03. PRE-EMPTIVE RIGHT 	22
      
	     SECTION
      7.04. ASSIGNMENT. 	22
      
	     SECTION
      7.05. EXECUTION IN COUNTERPART 	23
      
	     SECTION
      7.06. SEVERABILITY 	23
      
	     SECTION
      7.07. GOVERNING LAW. 	23
      
	     SECTION
      7.08. TIME 	23
      
	     SECTION
      7.09. ENTIRE AGREEMENT. 	23
      
	     SECTION
      7.10. AMENDMENTS AND WAIVERS 	23
      
	     SECTION
      7.11. TIME OF ESSENCE 	23
      






     EQUITY AND WARRANT

SUBSCRIPTION AGREEMENT

THIS AGREEMENT made as of the
24th day of September, 2010 (this “Agreement”).

BETWEEN: 

ARGENTEX MINING CORPORATION, a
corporation existing under the laws of Delaware, and having its head office at
602-1112 West Pender Street, Vancouver, British Columbia, V6E 2S1, Canada (the
“Company”);

AND:

INTERNATIONAL FINANCE CORPORATION
an international organization established by agreement among its member
countries having an office at 2121 Pennsylvania Avenue N.W., Washington,
District of Columbia 20433, U.S.A. (“IFC”).

WHEREAS:

	1) 	
      The Company is a junior mining company with significant
      holdings in the Patagonia region of Argentina, through its wholly-owned
      subsidiary, SCRN Properties Ltd.

	 	 
	2) 	
      The Company intends to raise additional equity to fund
      ongoing exploration of its projects in Argentina, including its
      polymetallic Pinguino project. To that end, the Company has agreed to
      issue to IFC, and IFC has agreed to acquire 10,804,706 Units (as defined
      below) from the Company pursuant to the terms and conditions of this
      Agreement.



     NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual premises, covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by both parties, the
parties hereby covenant and agree as follows:

ARTICLE I 
DEFINITIONS AND
INTERPRETATION

Section 1.01.Definitions

In this Agreement, unless the context
otherwise requires:

“Accounting Principles” means U.S. generally accepted
accounting principles; 

“Affiliate(s)” means with respect to any Person, any
Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, that specified Person (for
purposes of this definition, “control” means the power to direct the management
or policies of a Person, directly or indirectly, whether through the ownership
of shares or other securities, by contract or otherwise; provided that the
direct or indirect ownership of fifty per cent (50%) or more of the voting share
capital of a Person is deemed to constitute that Person an Affiliate, and
“controlling” and “controlled” have corresponding meanings);

“Agreement” means this equity and warrant subscription
agreement and the annexes and schedules hereto; 




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“Annual Monitoring Report” means the annual monitoring
report substantially in the form attached as Schedule 3 hereto setting out the
specific social, environmental and developmental impact information to be
provided by the Company in respect of the Projects and any Future Projects, as
such form of Annual Monitoring Report may be amended or supplemented from time
to time with IFC’s prior written consent;

“Applicable S&E Law” means all applicable statutes,
laws, ordinances, rules and regulations of Canada, Argentina and any other
jurisdictions where the Company has, or may have in the future, Projects or
Future Projects, including without limitation, licenses, permits or other
Authorizations setting standards concerning environmental, social, labor, health
and safety or security risks of the type contemplated by the Performance
Standards, or imposing liability for the breach thereof;

“Authority” and “Authorities” means any (i)
supranational, multinational, federal, national, provincial, state, regional,
municipal, local or other government, governmental or public department,
ministry, central bank, court, tribunal, arbitral body, commission,
commissioner, board, bureau or agency having jurisdiction over the Company, any
Project or any Future Project, (ii) subdivision, agent, commission, board or
authority of any of the foregoing, (iii) quasi-governmental or private body,
including any tribunal, commission, stock exchange (including the TSXV and the
OTC Bulletin Board), regulatory agency or self-regulatory organization
exercising any regulatory, expropriation or taxing authority under or for the
account of the foregoing and which has jurisdiction over the Company, any
Project or any Future Project;

“Authorizations” means any consent, registration,
filing, agreement, notarization, certificate, license, approval, permit,
authority or exemption from, by or with any Authority, whether given by express
action or deemed given by failure to act within any specified time period and
all corporate, creditors’ and shareholders’ approvals or consents;

“BC Act” means the Securities Act (British
Columbia) R.S.B.C. 1996, c. 418, as amended;

“Business Day” means any day which is not a Saturday, a
Sunday or a day observed as a holiday under the laws of British Columbia or New
York;

“Canadian Securities Authorities” means the British
Columbia Securities Commission and the Alberta Securities Commission;

“Canadian Securities Laws” means the applicable
securities laws of the Provinces of Alberta and British Columbia and the
regulations and rules made and forms prescribed thereunder together with all
applicable published rules, policy statements, orders, rulings and notices of
the Canadian Securities Authorities; 

“CAO” means the Compliance Advisor Ombudsman, the
independent accountability mechanism for IFC that impartially responds to
environmental and social concerns of affected communities and aims to enhance
outcomes; 

“CAO’s Role” means: 

	 	(i) 	
      to respond to complaints by persons who have been or are
      likely to be directly affected by the social or environmental impacts of
      IFC projects; and

	 	 	 
	 	(ii) 	
      to oversee audits of IFC’s social and environmental
      performance, particularly in relation to sensitive projects, and to ensure
      compliance with IFC’s social and environmental policies, guidelines,
      procedures and systems;



“Closing” means the completion of the issue and delivery
by the Company and the acquisition by IFC of the Purchased Shares and the
Warrants comprising the Units purchased pursuant to Section 2.01 of this
Agreement; 




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“Closing Date” means the day which is the tenth
(10th) Business Day after (i) the date of the fulfillment by the
Company of the conditions set forth in Section 5.01 of this Agreement and (ii)
the date of the fulfillment by the IFC of the conditions set forth in Section
5.03 of this Agreement, or such other date as may be agreed to by the parties
hereto; 

“Closing Time” means 1:30 p.m. (Vancouver time) on the
Closing Date or such other time on the Closing Date as the Company and IFC may
agree; 

“Coercive Practice” has the meaning ascribed to it in
Annex A;

“Collusive Practice” has the meaning ascribed to it in
Annex A;

“Company Agreements” means the material written and oral
agreements to which the Company or a Affiliate is a party or to which any of
their properties are subject;

“Corrupt Practice” has the meaning ascribed to it in
Annex A;

“Cut-off Date for Subscription” means October 25, 2010
or such later date as may be agreed to by the Company and IFC subject to the
approval of TSXV, as required; 

“EDGAR” means the Electronic Data Gathering, Analysis,
and Retrieval System. 

“Environmental Guidelines” means the World Bank Group
Environmental, Health, and Safety Guidelines (April 2007) and Environment,
Health and Safety Guidelines for Mining (December 2007) copies of which have
been delivered to, and receipt of which has been acknowledged by, the
Company;

“Environmental and Social Action Plan” or “ESAP”
means the plan agreed to by the Company and IFC and made available to the
public from May 28, 2010, a copy of which is attached hereto as Schedule 4. The
ESAP sets out specific social and environmental measures to be undertaken by the
Company to enable the Projects and any Future Projects to be explored and
developed in compliance with the Performance Standards. The ESAP may be amended
or supplemented from time to time if mutually agreed in writing by IFC and the
Company;

“Environmental and Social Review Summary” means the
Company’s Environmental and Social Review Summary dated May 28, 2010;

“Equity Securities” means the Shares and any other
capital stock, equity interest or other ownership interest or profit
participation or similar right with respect to the Company, including without
limitation, any partnership or membership interest, any stock appreciation,
phantom stock or similar right or plan, and any note or debt security having or
containing equity or profit participation features, or any option, warrant or
other security or right which is directly or indirectly convertible into or
exercisable or exchangeable for any other Equity Securities of the Company;

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

“Exercise Price” has the meaning ascribed thereto in the
Warrant Certificate; 

“Financial Year” means the accounting year of the
Company commencing each year on February 1 and ending on the following January
31, or such other period as the Company from time to time designates as its
accounting year;

“Fraudulent Practice” has the meaning ascribed to it in
Annex A; 




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“Future Operations” means any operations, exploration
activities and facilities that the Company and its Subsidiaries may engage in
from and after the Closing Date (including the design, construction,
exploration, operation, maintenance, management and monitoring, as applicable,
of the Company’s mining properties), excluding the Operations;

“Future Projects” unless specified otherwise means all
of the mineral exploration, development and exploitation activities that the
Company and its Subsidiaries may engage in from and after the Closing Date,
excluding the Projects;

“HSEC Policy” means the document on the Company’s
health, safety, environment and community development policies entitled “Health,
Safety, Environment and Community (HSEC) Policy” to be developed by the Company
and approved by IFC pursuant to the Environmental and Social Action Plan;

“Lien” means any mortgage, pledge, charge, assignment,
hypothecation, security interest, title retention, preferential right, trust
arrangement, right of set-off, counterclaim or banker’s lien, privilege or
priority of any kind having the effect of security, any designation of loss
payees or beneficiaries or any similar arrangement under or with respect to any
insurance policy or any preference of one creditor over another arising by
operation of law; 

“Material Adverse Change” means any one or more changes,
events or occurrences, and “Material Adverse Effect” means any state of
facts, which, in either case, either individually or in the aggregate, are, or
would reasonably be expected to be, material and adverse to (i) the business,
operations, results of operations, assets, liabilities, obligations or financial
condition of the Company and its Subsidiaries, on a consolidated basis, (ii) the
implementation of the transactions contemplated in this Agreement, or (iii) the
ability of the Company and its Subsidiaries to comply with any of their
respective obligations under this Agreement or the Permits;

“Obstructive Practice” has the meaning ascribed to it in
Annex A;

“Offering” means the offering by the Company of the
Purchased Shares and the Warrants comprising the Units by way of private
placement pursuant to this Agreement; 

“Operations” means the existing operations, exploration
activities and facilities of the Company and its Subsidiaries, including,
without limitation, those relating to its Permits (including the design,
construction, exploration, operation, maintenance, management and monitoring, as
applicable, of the Company’s mining properties (including the Projects);

“OTC Bulletin Board” means the Over-the-Counter Bulletin
Board;

“Performance Standards” means IFC’s Performance
Standards on Social & Environmental Sustainability, dated April 30, 2006,
copies of which have been delivered to and receipt of which has been
acknowledged by the Company; 

“Permits” means the exploration permits, concessions,
licenses and any agreements or rights relating thereto, listed on Schedule 1 to
this Agreement;

“Person” means an individual, partnership,
unincorporated association, organization, syndicate, corporation or trust or a
trustee, executor, administrator or other legal or personal representative; 

“Projects” unless specified otherwise means all of the
current mineral exploration, development and exploitation activities of the
Company and its Subsidiaries, including but not limited to the current
exploration projects in Argentina, but excluding any Future Projects;




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“Public Record” means the documents filed by the Company
on EDGAR and SEDAR through the date of this Agreement;

“Purchase Price per Unit” means $0.68 per Unit;

“Purchased Shares” means the Shares forming part of the
Units subscribed for by IFC under Section 2.01 of this Agreement; 

“Regulation S” means Regulation S promulgated by the
United States Securities and Exchange Commission under the U.S. Securities
Act;

“Sanctionable Practices” means any Corrupt Practice,
Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive
Practice, as those terms are defined herein and interpreted in accordance with
the Anti-Corruption Guidelines attached to this Agreement as Annex A; 

“SEA Documents” means the social and environmental
assessment documents, including (without limitation), the environmental and
social impact assessment, environmental and social management plan and
associated work required to explore and develop the Projects and any Future
Projects;

“S&E Management System” means the Company’s social
and environmental management system enabling it to identify, assess and manage
risks in respect of the Operations and Future Operations on an ongoing
basis;

“SEC” means the U.S. Securities and Exchange
Commission;

“Securities” means the Purchased Shares, the Warrants
and the Warrant Shares; “Securities Laws” means the Canadian Securities
Laws and the U.S. Securities Laws; “SEDAR” means the System for
Electronic Document Analysis and Retrieval;

“Shares” means the shares of common stock, par value
U.S.$0.001, in the capital of the Company; 

“Shell Bank” means a bank incorporated in a jurisdiction
in which it has no physical presence and which is not an Affiliate of a
regulated bank or a regulated financial group;

“Stakeholder Engagement Plan” means the document on
existing and planned community engagement activities that sets out, inter alia,
policies and procedures that are appropriate to the scale and scope of each
project for engagement with all stakeholders (including new migrants,
communities directly affected beyond the project footprint, NGOs, governmental
agencies, interested groups, influential parties, etc.) to be developed by the
Company and approved by IFC pursuant to the Environmental and Social Action
Plan, acting reasonably;

“Stock Option Plan” means the Company’s stock option
plan as approved by holders of the Shares on September 10, 2008;

“Subsidiary” means SCRN Properties Ltd. and any
Affiliate of the Company;

“Taxes” shall mean all taxes of every kind (including
without limitation, gross and net income, gross and net receipts, capital gains,
excess profits and minimum taxes, taxes on tax preferences, capital, net worth,
franchise, sales, use, value-added, stamp, documentary, excise, property and
other similar taxes), charges and withholdings, levies, imposts, duties, fees
and deductions now or in the future imposed by any government or political
subdivision thereof, quasi-governmental authority or taxing jurisdiction or authority, together with all interest, additions to tax,
penalties and similar add-ons payable with respect thereto;




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“Total Purchase Price” means the aggregate of the
Purchase Price per Unit for the number of Units subscribed for by IFC pursuant
to Section 2.01 of this Agreement;

“TSXV” means the TSX Venture Exchange or, if the Company
graduates to the Toronto Stock Exchange, then the Toronto Stock Exchange, or a
successor thereof;

“Unit” means a unit comprising of one (1.0) Purchased
Share and one (1.0) Warrant; “U.S.” means the United States of America;
“U.S. Securities Act” means the United States Securities Act of
1933, as amended;

“U.S. Securities Laws” means the applicable federal
securities laws of the United States and the regulations and rules made and
forms prescribed thereunder together with all applicable published rules, orders
and rulings of the SEC;

“Warrants” means, 10,804,706 common stock purchase
warrants to be issued by the Company to IFC at the time of the subscription made
by IFC pursuant to the Agreement, each of which will entitle IFC to acquire one
Share (for an aggregate of 10,804,706 Shares) at an exercise price per Share of
$1.14 (subject to adjustment from time to time and otherwise in accordance with
the Warrant Certificate) at any time after the Closing Date until 5:00 p.m.
(Vancouver time) on the first Business Day that is five (5) years from the
Closing Date; 

“Warrant Certificate” means a common stock purchase
warrant certificate representing the Warrants in substantially in the form
attached hereto as Annex C, subject to any amendments mutually agreed by the
parties;

“Warrant Share” means a Share issuable upon due exercise
of a Warrant; 

“World Bank” means the International Bank for
Reconstruction and Development, an international organization established by the
Articles of Agreement among its member countries; and

“World Bank Listing of Ineligible Firms” means the list,
as updated from time to time, of persons or entities ineligible to be awarded a
World Bank Group-financed contract or otherwise sanctioned by the World Bank
Group Sanctions Board for the periods indicated on the list because they were
found to have violated the fraud and corruption provisions of the World Bank
Group anticorruption guidelines and policies. The list may be found at
http://www.worldbank.org/debarr or any successor website or location.

Section 1.02.Interpretation.

		
      In this Agreement, unless the context otherwise requires,
      the following rules apply:

	 	 
	(a) 	
      the use of words in the singular or plural, or with a
      particular gender, shall not limit the scope or exclude the application of
      any provision of this Agreement to such Person or Persons or circumstances
      as the context otherwise permits;

	 	 
	(b) 	
      unless otherwise specified, time periods within, or
      following which any payment is to be made or act is to be done shall be
      calculated by excluding the day on which the period commences and
      including the day on which the period ends and by extending the period to
      the next Business Day, if the last day of the period is not a Business
      Day;







- 7 -

	(c) 	
      reference to legislation or to a provision of legislation
      includes a modification or re-enactment of it, a legislative provision
      substituted for it and a regulation or statutory instrument issued under
      it;

	 	 
	(d) 	
      references in this Agreement to “$” and “C$” are to the
      lawful currency of Canada;

	 	 
	(e) 	
      headings in this Agreement are for convenience only and
      shall not affect its interpretation; and

	 	 
	(f) 	
      references to “include”, “includes” or “including” and
      the like shall be construed, in each case, as if followed by the words
      “but without limitation”.



Section 1.03.Annexes/Schedules.

     The following schedules and
annexes are attached to and incorporated by reference in to this Agreement:

	 	Annex A 	- 	Anti-Corruption Guidelines
  
	 	Annex B 	- 	Form of Subscription Request 
	 	Annex C 	- 	Form of Warrant Certificate
  
	 	Schedule 1 	- 	List of Permits for the Projects and
      Authorizations 
	 	Schedule 2 	- 	Minimum Insurance Requirements
    
	 	Schedule 3 	- 	Form of Annual Monitoring Report 
	 	Schedule 4 	- 	Environmental and Social Action
      Plan 
	 	Schedule 5 	- 	Form of Annual Revenue Disclosure 
	 	Schedule 6 	- 	Prohibited Activities 
	 	Schedule 7 	- 	Development Impact Tracking Sheet 
	 	Schedule 8 	- 	U.S. Accredited Investor
      Certificate 
	 	Schedule 9 	- 	Form of Undertaking 


ARTICLE II 
SUBSCRIPTION

Section 2.01.Subscription for Purchased Shares and
Warrants.

     Subject to the terms and
conditions of this Agreement, IFC hereby agrees to subscribe and pay for
10,804,706 Units at the Purchase Price per Unit, for a Total Purchase Price of
seven million three hundred and forty-seven thousand and two hundred dollars
($7,347,200).

Section 2.02.Acceptance.

     By its execution of this
Agreement, the Company hereby accepts the subscription by IFC for the Units
referred to in Section 2.01 and agrees to issue and sell the Purchased Shares
and the Warrants comprising the Units to IFC on the Closing Date.

Section 2.03.Adjustments.

	(a) 	
      During the period commencing on the date hereof and
      ending on the Closing Date the Company shall not undertake any capital
      reorganizations or similar action that would require an adjustment to the
      number of Units, Purchased Shares or Warrants to be purchased by IFC at
      Closing.







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ARTICLE III 
CLOSING ARRANGEMENTS

Section 3.01.Closing of Subscription.

	(a) 	
      Subject to Section 5.01 and Section 5.03, IFC and the
      Company acknowledge and agree that the Closing shall take place at the
      Closing Time on the Closing Date at the offices of the Company’s counsel
      or such other time and location as the Company and IFC may agree, and on
      the Closing Date IFC shall make payment to the Company, by wire transfer
      in Canadian funds to:



Destination Bank (SWIFT tag 57): HSBC
Bank Canada Swift code HKBC CATT 
Branch Address: 885 West Georgia Street,
Vancouver, BC V6C 3G1 
Beneficiary (SWIFT tag 59): ARGENTEX MINING
CORPORATION 

Beneficiary Account Number: ******************
Beneficiary
Address: 602-1112 WEST PENDER ST, VANCOUVER, BC V6E2S1

or such other account as the Company
and IFC may agree in writing;

	(b) 	
      At Closing, the Company will issue and deliver to IFC,
      and IFC will take up and acquire (i) a share certificate representing the
      Purchased Shares registered in the name of IFC; and (ii) the Warrant
      Certificate registered in the name of IFC, representing the
    Warrants.

	 	 
	(c) 	
      At Closing, the Purchased Shares and Warrants issued to
      IFC shall be free of all Liens or other encumbrances or rights of third
      parties and the Company shall record IFC as the legal owner of the
      Purchased Shares and the Warrants in the Company's share
  register.

	 	 
	(d) 	
      Each of the parties hereto shall pay for their own
      respective fees and expenses or other charges payable on or in connection
      with the execution, issue, subscription, delivery and registration of this
      Agreement, the Purchased Shares, the Warrants and the Warrant Shares and
      any other documents related to this Agreement.

	 	 
	(e) 	
      The Company shall undertake all post-issue filings and
      other requirements associated with the issuance of the Purchased Shares,
      the Warrants and the Warrant Shares in the time prescribed for the same
      under applicable law, including Securities Laws.



Section 3.02.Warrants and Purchased Shares.

	(a) 	
      The terms and conditions of the Warrants shall be
      governed by the terms and conditions set out in the Warrant Certificate.
      The Purchased Shares and the Warrant Shares shall be transferable in
      compliance with Securities Laws.



Section 3.03.Cancellation by IFC.

IFC may, by written notice to the Company, terminate this
Agreement at any time prior to Closing if:

	(a) 	
      there has been a material violation by the Company of an
      applicable law or regulation or a breach by the Company of any of its
      obligations under this Agreement;

	 	 
	(b) 	
      a material adverse change to the Company, other than a
      change of the Company’s legal domicile from Delaware to the federal or
      provincial laws of Canada;.

	 	 
	(c) 	
      the Cut-Off Date for Subscription has occurred,
  and

	 	 
	(d) 	
      a material breach or the cancellation of any material
      contract relating to the Projects.







- 9 -

ARTICLE IV 
REPRESENTATIONS AND
WARRANTIES

Section 4.01.Representations and Warranties of the
Company.

         The Company
represents, warrants and agrees with IFC as of the date of this Agreement and as
of the Closing Date:

	(a) 	
      the Company and each of its Subsidiaries are corporations
      existing and in good standing under the laws of their respective
      jurisdictions of incorporation, and are duly registered and licensed to
      own property and to carry on business in the jurisdictions in which they
      carry on businesses, including Argentina and the Company and each
      Subsidiary has all requisite power and capacity to own their respective
      assets and operate their respective businesses and, in the case of the
      Company, to carry out its obligations under this Agreement and the Warrant
      Certificate;

	 	 
	(b) 	
      the authorized share capital of the Company consists of
      100,000,000 Shares and 100,000,000 shares of preferred stock, each with a
      par value $0.001. As of September 24, 2010, there were issued and
      outstanding 44,720,088 Shares, stock options for the purchase of 4,480,000
      Shares, warrants for the purchase of 8,958,443 Shares and no other shares
      or securities were issued and outstanding. No holder of Shares or other
      securities is entitled to any preemptive or other similar right granted by
      the Company or any of its Subsidiaries. There are no contractual or other
      obligations of the Company or any Subsidiaries to repurchase, redeem or
      otherwise acquire any securities or with respect to the voting or
      disposition of any outstanding securities of the Company;

	 	 
	(c) 	
      there are no actions, suits, proceedings or
      investigations, whether on behalf of or against the Company or any of its
      Subsidiaries pending, or, to the knowledge of the Company and its
      directors and officers, threatened, against or affecting the Company or
      its Subsidiaries at law or in equity, before or by any Authority which (i)
      if adversely determined could have a Material Adverse Effect; or (ii)
      which questions the validity of the Offering or the issuance and sale of
      the Securities, or any action taken or to be taken by Company pursuant to
      or in conjunction with this Agreement;

	 	 
	(d) 	
      the Company is a reporting issuer under the Canadian
      Securities Laws and is not in default of any requirement of such
      securities laws;

	 	 
	(e) 	
      the Company’s audited consolidated financial statements
      for the period ended on January 31, 2010 have been prepared in accordance
      with the Accounting Principles applied on a consistent basis throughout
      the period therein specified, and present fairly in all material respects
      the financial condition of the Company as of the date as of which they
      were prepared and the results of the Company’s operations during the
      periods therein specified. There are no material losses or liabilities
      (whether in the financial statements hereinbefore referred to or
      otherwise) that have not been appropriately disclosed in writing to IFC or
      in the Public Record;

	 	 
	(f) 	
      no order, ruling or determination having the effect of
      ceasing, suspending or restricting trading in any securities of the
      Company has been issued to the Company or its directors, officers or
      promoters and, to the best of the Company’s knowledge, no proceedings,
      investigations or inquiries for such purpose are pending, contemplated or
      threatened;

	 	 
	(g) 	
      the Shares are listed and posted for trading or
      quotation, as applicable, on the TSXV and the OTC Bulletin
Board;

	 	 
	(h) 	
      the execution and delivery of this Agreement, the
      performance by the Company of its obligations hereunder, the Offering, the
      issue and delivery of the Shares and the Warrants hereunder and
  the consummation of the transactions contemplated in this
      Agreement, including the issuance and delivery of the Purchased Shares and
      the Warrant Shares, do not and will not conflict with, or result in a
      breach or violation of, any of the terms or provisions of, or constitute a
      default under (whether after notice or lapse of time or both): (i) the
      organizational documents of the Company; (ii) the resolutions of the
      shareholders or directors (or any committee thereof) of the Company which
      are in effect at the date hereof; (iii) any permit, mortgage, note,
      indenture, contract, agreement, instrument, lease or other document to
      which the Company is a party or by which it is bound; or (iv) any
      Authorization, law, rule or regulation applicable to the Company or any
      judgment, writ, injunction, decree or order, of any court or of any
      Authority that is binding the Company or the property or assets of the
  Company;








- 10 -

	(i) 	
      the Company has delivered to IFC a true and correct copy
      of its constating documents, which have not been amended since June
      2009;

	 	 
	(j) 	
      there has been no Material Adverse Change in the
      business, assets, financial condition or prospects of the Company since
      February 1, 2010, and no adverse material facts exist in relation to the
      Offering or the Purchased Shares and Warrants which, in any case, have not
      been publicly disclosed;

	 	 
	(k) 	
      the Company shall take all steps necessary to be taken
      prior to the Closing Date to comply with all requirements of the TSXV
      (including as it applies to the listing of the Purchased Shares and the
      Warrant Shares) and the Securities Laws applicable to the Offering and the
      distribution of the Purchased Shares and Warrants to IFC and the issue of
      the Warrant Shares upon due exercise of the Warrants in accordance with
      the terms of the Warrant Certificate; provided that this representation
      and warranty shall not extend to or include any filing requirements
      imposed on IFC by the TSXV or the Securities Laws (including, by way of
      example but not in limitation, filings required of IFC pursuant to
      Sections 13 and 16 of the Exchange Act);

	 	 
	(l) 	
      neither the Company, nor any person acting on its behalf,
      has, directly or indirectly, (i) made offers or sales of any security, or
      solicited offers to buy any security, under circumstances that would
      require the distribution of the Securities to be qualified by a prospectus
      filed in accordance with the Securities Laws or (ii) has engaged in any
      advertisement of the Securities in any printed media of general and
      regular paid circulation, radio or television or any other form of
      advertising in connection with the offer and sale of the Securities in any
      state, province or territory;

	 	 
	(m) 	
      at Closing, the Securities to be purchased by IFC from
      the Company will have been duly authorized for issuance and sale by the
      Company pursuant to this Agreement and the Purchased Shares shall be duly
      authorized and validly issued and outstanding as fully paid and non-
      assessable Shares, free and clear of any Liens and will not be issued in
      violation of any preemptive or similar rights, rights of first refusal or
      restrictions on transfer other than those under the Securities
  Laws;

	 	 
	(n) 	
      as at the Closing Date, the Warrant Shares shall be duly
      allotted for issuance in accordance with the terms of the Warrant
      Certificate and upon due exercise of each Warrant in accordance with its
      terms, the relevant Warrant Share(s) will be duly authorized and delivered
      and be validly issued as fully paid Shares, free and clear of any Liens
      and will not be issued in violation of any preemptive or similar rights,
      rights of first refusal or restrictions on transfer other than those under
      the Securities Laws;

	 	 
	(o) 	
      this Agreement has been duly authorized by all necessary
      corporate action on the part of the Company and has been duly executed and
      delivered by the Company, and the Agreement constitutes a valid and
      legally binding obligation of the Company enforceable in accordance with
      its terms;








- 11 -

	(p) 	
      as at the Closing Date, the Warrant Certificate shall be
      duly authorized by all necessary corporate action on the part of the
      Company and shall be duly executed and delivered by the Company, and the
      Warrant Certificate shall constitute a valid and legally binding
      obligation of the Company enforceable in accordance with its
  terms;

	 	 
	(q) 	
      the Company or its Subsidiaries do not currently
      undertake any business other than the business of exploring for natural
      resources;

	 	 
	(r) 	
      the Company has the exclusive rights to prospect and
      explore the Projects for base and precious metals and the Permits
      evidencing such rights are fully effective and unconditional and there is
      no default thereunder;

	 	 
	(s) 	
      the Company is not in violation of any laws or
      regulations applicable to it;

	 	 
	(t) 	
      no part of the proceeds from the sale of the Securities
      hereunder will be used, directly or indirectly, for any payments to any
      governmental official or employee, political party, official of a
      political party, candidate for political office, or anyone else acting in
      an official capacity, in order to obtain, retain or direct business or
      obtain any improper advantage.

	 	 
	(u) 	
      all Tax returns and reports of the Company required by
      law to be filed on or prior to the date of this Agreement have been duly
      filed and all Taxes, obligations, fees and other governmental charges upon
      the Company, or its properties, or its income or assets, which are due and
      payable or to be withheld, have been paid or withheld;

	 	 
	(v) 	
      there are no material social or environmental risks or
      issues in respect of its Operations other than those identified in the
      Environmental and Social Review Summary;

	 	 
	(w) 	
      the Company has not received nor is aware of (A) any
      existing or threatened complaint, order, directive, claim, citation or
      notice from any Authority, or (B) any material written communication from
      any Person, in either case, concerning the failure of its Projects to
      comply with any matter covered by the Performance Standards, which has, or
      could reasonably be expected to have, a Material Adverse Effect or any
      material impact on the implementation, conduct or operations of the
      Projects in accordance with the Performance Standards;

	 	 
	(x) 	
      the Company is not in violation of any provision of
      applicable Environmental Guidelines;

	 	 
	(y) 	
      the Company’s insurance policies have all been provided
      to the IFC and comply with the requirements of Schedule 2 (Minimum
      Insurance Requirements) and such policies are in full force and effect;
      and in the Company’s judgment are adequate to insure fully against risks
      to which the Company, its Subsidiaries, and their respective employees,
      business, properties and other assets would reasonably be expected to be
      exposed to in the operation of the Company’s business, as currently
      conducted. As of the date hereof, all premiums due and payable under those
      policies have been paid. The Company has no knowledge of any threatened
      termination of, or material premium increase with respect to, any of such
      policies;

	 	 
	(z) 	
      (i)all documents filed on SEDAR and EDGAR since February
      1, 2009 comply as filed, or shall comply when filed, in all material
      respects with the requirements of applicable Securities Laws, and did not
      at the time filed, and shall not at any time filed, with the Securities
      Authorities, contain any untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances under
      which they were made; (ii)the Company has timely filed with the Securities
      Authorities all material forms, reports, certifications, statements and
      other documents required to be filed by the Company with the Securities
      Authorities since January 1, 2008, where the failure to timely file would
      individually or in the aggregate reasonably be expected to have a Material
      Adverse Effect;







- 12 -

		
      and (iii)the Company has not filed any confidential
      material change report with the Securities Authorities which at the date
      hereof remains confidential;

	 	 
	(aa) 	
      the Company has not provided to IFC any information that
      may be considered material inside information that has not been publicly
      disclosed;

	 	 
	(bb) 	
      the books and records of the Company, including, without
      limitation, its minute books, are complete and correct in all material
      respects and accurately and fairly reflect all meetings and other
      corporate actions of the Company’s shareholders and its board of directors
      and committees and all material information relating to its business, the
      nature, acquisition, maintenance, location and character of its assets,
      and the nature of all transactions giving rise to its obligations or
      accounts receivable;

	 	 
	(cc) 	
      neither the Company, nor its Subsidiaries, nor, to the
      best of the Company’s knowledge and belief after due enquiry, any other
      party is in breach or default under any written contracts or agreements
      entered into by the Company or any Subsidiary in connection with any of
      the Projects, and no event has occurred which with notice or lapse of time
      or both would constitute a breach or default by the Company, any
      Subsidiary or by any such other party, or permit termination, modification
      or acceleration of any of the Company Agreements;

	 	 
	(dd) 	
      neither the Company nor any Subsidiaries, nor any Person
      acting on its or their behalf, has committed or is engaged in, with
      respect to its or their business activities in Canada or any applicable
      jurisdiction, the Projects, or any other transaction contemplated by this
      Agreement, any Sanctionable Practice;

	 	 
	(ee) 	
      neither the Company nor any of its Subsidiaries nor any
      of their respective properties enjoy any right of immunity from set-off,
      suit or execution with respect to their respective obligations under this
      Agreement or the Warrant Certificate;

	 	 
	(ff) 	
      neither the Company nor any of its Subsidiaries nor any
      Person acting on its or their behalf, has entered into any transaction or
      engaged in any activity prohibited by any resolution issued by the United
      Nations Security Council under Chapter VII of the UN Charter;

	 	 
	(gg) 	
      the Company has not, and no Person whose acts could incur
      the Company's vicarious liability has, carried out any actions or made any
      omissions which could result in the Company incurring criminal
      sanctions;

	 	 
	(hh) 	
      all Authorizations needed by the Company and its
      Subsidiaries to conduct its business and comply with the Company’s
      obligations under this Agreement have been obtained and are in full force
      and effect and are as disclosed in Schedule 1;

	 	 
	(ii) 	
      the Company has provided IFC with complete and accurate
      material information on the Projects, including disclosure of all material
      contracts as well as technical information on the Projects and such
      contracts are sufficient for the Company to carry on its current business
      plan;

	 	 
	(jj) 	
      there is no agreement, judgment, order or decree
      restricting the Company’s business activities;

	 	 
	(kk) 	
      there are no transactions between the Company and any
      related parties other than as previously publicly disclosed;

	 	 
	(ll) 	
      the Company has good title to all of its material assets,
      subject only to liens, royalties and other encumbrances disclosed in the
      Public Record;







- 13 -

	(mm) 	
      SCRN Properties Ltd. is duly organized and validly
      existing under the laws of Delaware and registered with all the relevant
      registration bodies of its jurisdiction of incorporation and has full
      power to use or own assets which it uses or owns and has full power to
      carry out its business as currently carried on, including in Argentina,
      and as proposed to be carried on pursuant to this Agreement;

	 	 
	(nn) 	
      100% of the issued, subscribed and outstanding capital of
      SCRN Properties Ltd. is duly registered in the name of the Company as sole
      owner;

	 	 
	(oo) 	
      all contracts to which the Company is a party are valid
      and enforceable and are in full force and effect;

	 	 
	(pp) 	
      there are no collective bargaining contracts, and no
      strikes or labor disputes by the Company’s employees or independent
      contractors;

	 	 
	(qq) 	
      Morgan & Company, who have expressed their opinion
      with respect to the annual financial statements (which term as used in
      this Agreement includes the related notes thereto) of the Company and its
      subsidiaries are independent public or certified public accountants within
      the meaning of Regulation S-X under the U.S. Securities Act and the
      Exchange Act and any non audit services provided by Morgan & Company
      to the Company have been approved by the Audit Committee of the Board of
      Directors of the Company;

	 	 
	(rr) 	
      The Company has been advised of the rules and
      requirements under the U.S. Investment Company Act of 1940, as amended
      (the “Investment Company Act”). The Company is not, and is not
      required to be, registered under the Investment Company Act, and after
      receipt of payment for the Units and the application of the proceeds will
      not be required to be so registered. The Company will conduct its business
      in a manner so that it will not become subject to the Investment Company
      Act while any Units remain outstanding;

	 	 
	(ss) 	
      The Company maintains a system of accounting controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management’s general or specific
      authorization; (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles and to maintain accountability for assets; (iii)
      access to assets is permitted only in accordance with management’s general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with existing assets at reasonable intervals and appropriate
      action is taken with respect to any differences

	 	 
	(tt) 	
      The Company has established and maintains disclosure
      controls and procedures (as such term is defined in Rules 13a-15 and
      15d-14 under the Exchange Act); such disclosure controls and procedures
      are designed to ensure that material information relating to the Company
      and its subsidiaries is made known to the chief executive officer and
      chief financial officer of the Company by others within the Company or any
      of its subsidiaries, and such disclosure controls and procedures are
      reasonably effective to perform the functions for which they were
      established subject to the limitations of any such control system. Based
      on the Company’s most recent evaluation of internal control over financial
      reporting, the Company’s auditors and the Audit Committee of the Board of
      Directors of the Company have been advised of: (i) any significant
      deficiencies or material weaknesses in the design or operation of internal
      controls which are reasonably likely to adversely affect the Company’s
      ability to record, process, summarize, and report financial data; and (ii)
      any fraud, whether or not material, that involves management or other
      employees who have a role in the Company’s internal controls; and since
      the date of the most recent evaluation of internal control over financial
      reporting, there have been no significant changes in internal controls or
      in other factors that are reasonably likely to materially
  affect internal controls, including any corrective actions with
  regard to significant deficiencies and material weaknesses.; and








- 14 -

	(uu) 	
      neither the Company nor its Subsidiaries is engaged in
      any Prohibited Activities.



Section 4.02.Survival of Representations and Warranties
of the Company.

     The Company acknowledges that the
representations, warranties, acknowledgements and agreements contained herein
are made by the Company with the intent that they may be relied upon by IFC in
deciding to subscribe for the Purchased Shares and the Warrants. All
representations, warranties and agreements made by the Company herein will
survive the execution and delivery of this Agreement and the Closing and be
valid for a period of three (3) years.

Section 4.03.Representations and Warranties of
IFC.

     IFC represents, warrants and
agrees with the Company, as of the date of this Agreement and as of the Closing
Date that:

	(a) 	
      it understands and acknowledges that the Securities have
      not been registered under the 1933 Act or any state securities laws and
      that the sale of the Units contemplated hereby is being made in a
      transaction not requiring registration under the 1933 Act pursuant to an
      exemption from the registration requirements; accordingly the Securities
      are “restricted securities” within the meaning Rule 144(a)(3) under the
      1933 Act;

	 	 
	(b) 	
      it has no contract, undertaking, agreement or arrangement
      with any person to sell, transfer or pledge to such person, or anyone
      else, the Securities or any part thereof, or any interest therein, and has
      no present plans to enter into any such contract, undertaking, agreement
      or arrangement;

	 	 
	(c) 	
      it acknowledges that the Company has not and does not
      intend to file a registration statement under the 1933 Act in respect of
      the Securities, and the Subscriber acknowledges that there may be
      substantial restrictions on the transferability of, and that it may not be
      possible to liquidate its investment readily in, the Securities;

	 	 
	(d) 	
      it is a U.S. Accredited Investor and acknowledges that it
      is acquiring the Units as an investment for its own account and not with a
      view to any resale, distribution or other disposition of the Units in
      violation of the federal or state securities laws of the United States and
      it has concurrently executed and delivered a certificate in the form
      attached as Schedule “8” hereto. In addition, IFC acknowledges that it
      will be required to confirm its status as a U.S. Accredited Investor and
      make similar representations to those contained in this Section 8 at the
      time of exercise of any Warrants;

	 	 
	(e) 	
      it has been independently advised as to the applicable
      re-sale restrictions imposed in respect of the Securities by the
      Securities Laws and the rules of regulatory bodies having jurisdiction,
      and confirms that no representation has been made by the Company
      respecting the applicable hold periods for the Securities and that it is
      aware of the risks and other characteristics of the Securities and of the
      fact that IFC may not resell the Securities except in accordance with
      applicable securities legislation and regulatory policy until expiry of
      the applicable hold period and compliance with the other requirements of
      applicable law; acknowledges that certificates representing the Securities
      will contain legends denoting the applicable resale restrictions; and it
      will not resell the Securities except in accordance with the provisions of
      applicable Securities Laws;

	 	 
	(f) 	
      it has not received, or requested, any sales or
      advertising literature or any other document (other than financial
      statements, interim financial statements or any publicly available
      document, the content of which is prescribed by statute or regulation)
      describing the business and affairs of the Company which has been prepared
      for delivery to, and review by, IFC in order to assist it in making an
  investment decision;








- 15 -

	(g) 	
      it is not, and at Closing Date will not be, a U.S. Person
      as defined in Rule 902(k)(vi) of Regulation S;

	 	 
	(h) 	
      it is authorized to enter into and execute this Agreement
      and to take all actions required under it;

	 	 
	(i) 	
      the entering into of this Agreement and the transactions
      contemplated hereby will not result in the violation of any of the terms
      and provisions of the Articles of Agreement of IFC;

	 	 
	(j) 	
      this Agreement has been duly and validly authorized,
      executed and delivered by, and constitutes a legal, valid and binding
      obligation of IFC;

	 	 
	(k) 	
      it has such knowledge in financial and business affairs
      as to be capable of evaluating the merits and risks of its investment and
      it is able to bear the economic risk of loss of its investment;

	 	 
	(l) 	
      it acknowledges, consents and authorizes the Company to
      collect and file, if necessary, such information of IFC as required by
      applicable Securities Laws and stock exchange rules or a tax Authority in
      connection with the transactions contemplated hereby;

	 	 
	(m) 	
      there is no person acting or purporting to act in
      connection with the transactions contemplated herein who is entitled to
      any brokerage or finder’s fee and if any person establishes a claim that
      any fee or other compensation is payable in connection with this
      subscription for the Units;

	 	 
	(n) 	
      IFC represents and warrants that the funds representing
      the Total Purchase Price which will be advanced by IFC to the Company
      hereunder will not represent proceeds of crime for the purposes of the
      Proceeds of Crime (Money Laundering) and Terrorist Financing Act      (Canada) (the “PCMLTFA”) and IFC acknowledges that the Company
      may in the future be required by law to disclose IFC's name and other
      information relating to this Agreement and IFC's subscription hereunder,
      on a confidential basis, pursuant to the PCMLTFA. To the best of its
      knowledge: (i) none of the subscription funds to be provided by IFC to the
      Company hereunder (A)have been or will be derived from or related to any
      activity that is deemed criminal under the law of Canada, the U.S., or any
      other jurisdiction, or (B)are being tendered on behalf of a person or
      entity who has not been identified to IFC; and (ii)it shall promptly
      notify the Company if IFC discovers that any of such representations cease
      to be true, and to provide the Company with appropriate information in
      connection therewith;

	 	 
	(o) 	
      it acknowledges that the certificates representing any
      Warrant Shares issued prior to the date which is four months and one day
      after the Closing Date and that any certificates representing the
      Purchased Shares and Warrants will bear substantially the following
      legends:





		
      “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which
      is four months and one day after the Closing Date will be inserted]”;
    
	
	 	
      
	 
		
      “WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND
      COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
      EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A 
	






- 16 -

		
      CANADIAN RESIDENT UNTIL [the date which is four months
      and one day after the Closing Date will be inserted]; and 
	
	 	
      
	 
		
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
      OF ANY STATE OF THE UNITED STATES AND HAVE BEEN ISSUED IN RELIANCE
      UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE
      OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT.” 
	


provided that subsequent to the date
which is four months and one day after the Closing Date the certificates
representing such Securities, may be exchanged for certificates without the
first of the above two legends, and that the certificates representing the
Warrants will also bear the following legend:

		
      THESE SECURITIES AND THE SECURITIES DELIVERABLE
      UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
      THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
      (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF
      ANY STATE OF THE UNITED STATES. THE WARRANTS MAY NOT
      BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE
      ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE
      UNITED STATES UNLESS THE WARRANTS AND THE COMMON
      SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
      REGISTERED UNDER THE U.S. SECURITIES ACT AND THE
      APPLICABLE SECURITIES LAWS OF ANY STATE OR AN
      EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS
      AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.
    
	



	(p) 	
      it is purchasing the Securities and acquiring the
      Securities for its own account for investment purposes only and not with a
      view to resale or distribution and, in particular, it has no intention to
      distribute either directly or indirectly any of the Securities in the
      United States; provided, however, that IFC may sell or otherwise dispose
      of any of the Purchased Shares or the Warrant Shares pursuant to
      registration thereof pursuant to the U.S. Securities Act and any
      applicable state securities laws or under an exemption from such
      registration requirements;

	 	 	 
	(q) 	
      it has had the opportunity to ask questions of and
      receive answers from the Company regarding the investment, and has
      received all the information regarding the Company that it has
      requested;

	 	 	 
	(r) 	
      it is not a resident of the province of British
      Columbia;

	 	 	 
	(s) 	
      it acknowledges that:

	 	 	 
		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
		(ii) 	
      there is no government or other insurance covering the
      Securities;







- 17 -

	 	(iii) 	
      there are risks associated with the purchase of the
      Securities;

	 	 	 
	 	(iv) 	
      there are restrictions on IFC’s ability to resell the
      Securities and it is the responsibility of IFC to find out what those
      restrictions are and to comply with them before selling the Securities;
      and

	 	 	 
	 	(v) 	
      the Company has advised IFC that the Company is relying
      on an exemption from the requirements to provide IFC with a prospectus and
      to sell securities through a person or company registered to sell
      securities under the BC Act and, as a consequence of acquiring Securities
      pursuant to this exemption, certain protections, rights and remedies
      provided by the BC Act, including statutory rights of rescission or
      damages, will not be available to IFC; and




	(t) 	
      the funds representing the Total Purchase Price which
      will be advanced by IFC to the Company hereunder will not represent
      proceeds of crime for the purposes of the Uniting and Strengthening
      America by Providing Appropriate Tools Required to Intercept and Obstruct
      Terrorism Act (the “PATRIOT Act”) and IFC acknowledges that the
      Company may in the future be required by law to disclose IFC’s name and
      other information relating to this Agreement and IFC’s subscription
      hereunder, on a confidential basis, pursuant to the PATRIOT Act. None of
      the Total Purchase Price to be provided by IFC (i) has been or will be
      derived from or related to any activity that is deemed criminal under the
      laws of Canada, the United States of America, or any other jurisdiction,
      or (ii) is being tendered on behalf of a person or entity who has not been
      identified to or by IFC, and it shall promptly notify the Company if IFC
      discovers that any of such representations ceases to be true and provide
      the Company with appropriate information in connection
  therewith.



ARTICLE V 
CONDITIONS OF CLOSING

Section 5.01.Conditions Precedent.

     The obligation of IFC to complete
the subscription of the Purchased Shares and the Warrants pursuant to this
Agreement shall be subject to each of the following conditions precedent (each
of which is acknowledged to be for the benefit of IFC and may be waived in whole
or in part by IFC in its complete discretion) having been met to IFC’s
satisfaction or waived, as applicable:

	(a) 	
      the Company shall have obtained all Authorizations
      (including all required corporate or shareholders’ authorizations) that
      are necessary for the due execution, delivery, validity and enforceability
      and the performance by the Company of its obligations under this Agreement
      and any other documents desirable or necessary to the implementation of
      any of this Agreement and all such Authorizations are in full force and
      effect;

	 	 
	(b) 	
      IFC has received a legal opinion from the Company’s
      counsel in Canada and the U.S. in form and substance satisfactory to IFC,
      covering such corporate and securities law matters relating to the
      transactions contemplated by this Agreement as IFC may reasonably
      request;

	 	 
	(c) 	
      all of the representations and warranties of the Company
      made in or pursuant to this Agreement shall be true and correct as at the
      Closing and with the same effect as if made at and as of the
    Closing;

	 	 
	(d) 	
      the Company shall have performed or complied with, in all
      respects, all of its obligations, covenants and agreements under this
      Agreement to be performed or complied with at or prior to the
    Closing;







- 18 -

	(e) 	
      IFC has received a Subscription Request in the form of
      Annex B;

	 	 
	(f) 	
      IFC has received copies of all insurance policies
      evidencing compliance with the requirements of Schedule 2 (Minimum
      Insurance Requirements) and a certification from the Company’s insurers or
      insurance agents confirming that such policies are in full force and
      effect and all premiums then due and payable under those policies have
      been paid;

	 	 
	(g) 	
      IFC has received a counterpart of this Agreement duly
      executed and delivered by the Company;

	 	 
	(h) 	
      the TSXV shall have accepted notice of this issuance of,
      and conditionally approved the issuance and listing thereon of the
      Purchased Shares and the Warrant Shares issuable upon the exercise of the
      Warrants, subject to the Company fulfilling the customary requirements as
      to the filing of certain documents and the payment of the necessary
      listing fee and subject IFC’s providing its undertaking in the form
      attached hereto as Schedule “9”, all pursuant to the terms of a letter of
      the TSXV dated June 7, 2010 and which, for greater certainty, does not
      require shareholder approval of the Offering;

	 	 
	(i) 	
      IFC shall be satisfied that the Company and its
      Subsidiaries have the exclusive rights to prospect and explore the
      Projects for base and precious metals, and that all of the Permits,
      concession agreements relating to the Projects, including amendments and
      modifications with respect thereto, and other related documents in respect
      of the Projects are fully effective and unconditional and there is no
      default thereunder;

	 	 
	(j) 	
      shall be no action or proceeding pending or threatened
      against the Company by any Authority or any other Person to restrain or
      prohibit the completion of the transactions contemplated by this
      Agreement;

	 	 
	(k) 	
      the Cut-Off Date for Subscription has not
  occurred;

	 	 
	(l) 	
      nothing has occurred which has or may reasonably be
      expected to have a Material Adverse Effect;

	 	 
	(m) 	
      the Offering shall not cause the Company to be in
      violation of its constating documents, any agreement to which it is bound,
      or any law; and

	 	 
	(n) 	
      IFC shall have received a certificate dated the Closing
      Date from the appropriate officers of the Company that the conditions set
      forth in (a)-(m) above have been satisfied.



Section 5.02.Conditions for IFC’s Benefit.


The conditions in Sections 5.01 and 5.04 are for the benefit of
IFC and may be waived only by IFC in its sole discretion.

Section 5.03.Conditions for the Benefit of the
Company.

The obligation of the Company to complete the subscription of
the Purchased Shares and the Warrants pursuant to this Agreement shall be
subject to the Company:

	(a) 	
      being satisfied that all of the representations and
      warranties of IFC made in or pursuant to this Agreement shall be true and
      correct in all material respects as at the Closing and with the same
      effect as if made at and as of the Closing;

	 	 
	(b) 	
      the Company has received a counterpart of this Agreement
      duly executed and delivered by IFC;







- 19 -

	(c) 	
      IFC shall have delivered to the Company a completed and
      executed certificate in the form attached as Schedule “8” hereto
      establishing that IFC is an accredited investor, as that term is defined
      in Rule 501 of Regulation D, promulgated by the Securities and Exchange
      Commission pursuant to the U.S. Securities Act; and

	 	 
	(d) 	
      IFC shall have provided the undertaking in the form
      attached hereto as Schedule “9” to the TSXV in respect of the
    Warrants.



Section 5.04.Period for Satisfaction of the Conditions
Precedent.

     If the conditions set out in
Sections 5.01 and 5.03 have not been satisfied (or waived by IFC in the case of
the Conditions in Section 5.01, or by the Company in the case of the conditions
in Section 5.03) by the Cut-Off Date for Subscription (or such later date as the
parties may agree) this Agreement shall terminate without liability to either
party.

Section 5.05. Closing

     At Closing, IFC shall deliver to
the Company the Total Purchase Price and the Company shall deliver to IFC
certificates evidencing the Shares and the Warrants.

ARTICLE VI 
COVENANTS

Section 6.01.Covenants by the Company.

		
      Until such date as IFC beneficially owns less than
      3,316,475 Shares the Company shall:

	 	 
	(a) 	
      use its commercially reasonable efforts to ensure that
      all of the Shares outstanding from time to time (including without
      limitation the Purchased Shares and the Warrant Shares) are and continue
      to be listed and posted for trading on the TSXV or the Toronto Stock
      Exchange or a successor stock exchange of similar standing in the United
      States or Canada;

	 	 
	(b) 	
      comply with all filing and other disclosure requirements
      under the applicable Securities Laws;

	 	 
	(c) 	
      use its reasonable best efforts to preserve and maintain
      its corporate existence (unless the Company is the subject of a
      take-over/tender offer or other form of transaction where shareholders of
      the Company are provided with the opportunity to vote or tender their
      shares in respect thereof); provided, however, that this covenant shall
      not limit or restrict the Company’s ability to relocate its jurisdiction
      of domicile from the State of Delaware to the Province of British
      Columbia;

	 	 
	(d) 	
      use the proceeds from the Offering for the advancement of
      the Company’s projects and for general and administrative
  expenses;

	 	 
	(e) 	
      through its employees, agents, contractors and
      subcontractors, and Subsidiaries, ensure that the design, construction,
      operation, maintenance, management and monitoring of the Company’s and its
      Subsidiaries’ sites, plants, equipment, operations and facilities are
      undertaken in compliance with (i) the Environmental and Social Action
      Plan, (ii) the applicable requirements of the Performance Standards, and
      (iii) Applicable S&E law;

	 	 
	(f) 	
      undertake its Operations and Future Operations in
      compliance with, and implement, the Environmental and Social Action Plan
      and otherwise comply with the Performance Standards, periodically review
      the form of the Annual Monitoring Report and advise IFC as to
    whether revision of the form is necessary or appropriate in light
      of changes to the Operations and Future Operations and revise the form of
      the Annual Monitoring Report, if applicable, with the prior written
      consent of IFC, acting reasonably, and ensure the operation of an S&E
  Management System;








- 20 -

	(g) 	
      upon IFC’s request, and with prior notice to the Company
      given five days in advance permit representatives of IFC and the CAO,
      during normal business hours, to, at IFC’s sole cost and
expense:

	 	 	 
		(i) 	
      to visit any of the sites and premises where the
      Operations or Future Operations are being conducted;

	 	 	 
		(ii) 	
      to inspect any of the sites, facilities, plants and
      equipment of the Company and its Subsidiaries, including those of its
      Projects and any Future Projects;

	 	 	 
		(iii) 	
      have access to those employees, agents, contractors and
      subcontractors of the Company and its Subsidiaries, who have or may have
      knowledge of matters with respect to which IFC seeks
  information;





		
      provided that (a) no prior written notice shall be
      necessary (but IFC shall use reasonable efforts to provide twenty four
      (24) hours’ notice) in the event of a political, environmental, social or
      other crisis directly or indirectly affecting the Company, its
      Subsidiaries or the Projects or Future Projects or if special
      circumstances so require; and (b) in the case of the CAO, such access
      shall be for the purpose of carrying out the CAO’s Role.

	 	 
	(h) 	
      comply, in all material respects, with all laws and
      regulations applicable to the Company;

	 	 
	(i) 	
      in connection with any exploration or development
      activities, prepare a Stakeholder Engagement Plan to ensure proper
      stakeholder relationships, monitor community support and identify needs
      and priorities for sustainable development in each area of
  activity.

	 	 
	(j) 	
      within ninety (90) days of the end of each Financial Year
      (or within one hundred and twenty (120) days of the end of each Financial
      Year if the Company is permitted to file its financial statements within
      such period under Securities Laws), publicly disclose, and cause its
      Subsidiaries to disclose, in each case to the extent permitted by law all
      material national, regional and local payments to any Authority in respect
      of Taxes, royalties, concession fees, profit sharing fees, bonus,
      licensing fees and any other payments of a similar nature and interests,
      penalties and any add-ons with respect thereto and all other material
      payments that are in the nature of Taxes, profit share, production share,
      or for rights to access resources to the governments governing the
      countries where the Projects or any Future Projects are located, including
      for greater certainty, all royalties and taxes or transfer of economic
      interests to the Government of the Republic of Argentina and ensure that
      such disclosure shall be substantially in the form set out in Schedule 5,
      and, if and only if material as determined by the Company, acting
      reasonably and in consultation with the IFC be made on a webpage readily
      accessible to the public in English; and thereafter deliver to IFC,
      promptly following publication, a copy of any information published
      pursuant this subsection;

	 	 
	(k) 	
      within five (5) days after its occurrence, notify IFC of
      any social, labor, health and safety, security or environmental incident,
      accident or circumstance having or which could reasonably be expected to
      have a Material Adverse Effect on the implementation or operation of the
      Operations or any Future Operations in compliance with the Performance
      Standards, specifying, in each case, the nature of the incident, accident
      or circumstance and any effects resulting or likely to
  result therefrom, and the measures being implemented to address
      them and to prevent any future similar event; and keep IFC reasonably
  informed of the on-going implementation of those measures;








- 21 -

	(l) 	
      within ninety (90) days of the end of each Financial
      Year, deliver to IFC the corresponding: (i) Annual Monitoring Report in
      the form attached as Schedule 3 hereto confirming compliance with the
      Environmental and Social Action Plan, the social and environmental
      covenants set forth in subsections 6.01(b) and (f) and Applicable S&E
      Law, or, as the case may be, identifying any non- compliance or failure,
      and actions being taken to remedy it; and (ii)the development outcome
      indicators in the form attached as Schedule 7 hereto;

	 	 
	(m) 	
      comply with its obligations under the Permits and cause
      its Subsidiaries to comply with its obligations under the
  Permits;

	 	 
	(n) 	
      not permit or undertake directly or indirectly any
      activities other than activities undertaken by the Company and its
      Subsidiaries as of the date hereof relating to the exploration and
      development of natural resources and reasonable extensions thereof and
      businesses ancillary or complementary thereto;

	 	 
	(o) 	
      shall at all times from and after the date on which IFC
      becomes a shareholder in the Company (i) maintain adequate insurance
      coverage, which shall include, at a minimum, the requirements set out in
      Schedule 2, (ii)on an annual basis within sixty (60) days after renewal of
      the required insurance policies, provide IFC with copies of such insurance
      policies, and (iii)in respect of any investment in which the Company is
      the operator or majority shareholder ensure (and, in respect of any other
      investment of the Company, use reasonable endeavours to ensure) that
      adequate insurance is maintained against customary risks and liabilities
      in amounts which are appropriate;

	 	 
	(p) 	
      comply with the Voluntary Principles on Security and
      Human Rights (see http://www.voluntaryprinciples.org/principles/ or
      successor website location) in connection with its Operations and any
      Future Operations;

	 	 
	(q) 	
      not engage in (nor authorize or permit any Affiliate or
      any other Person acting on its or its Subsidiary’s behalf to engage in)
      any Prohibited Activities or Sanctionable Practice with respect to any
      transaction contemplated by this Agreement or any of the Operations or
      Future Operations (including, without limitation, the Projects and any
      Future Projects) and it shall promptly notify IFC if it becomes aware of
      any violation of this subsection (q), and the Company shall cooperate in
      good faith with IFC and IFC’s representatives in determining whether such
      a violation has occurred, and shall respond promptly and in reasonable
      detail to any notice from IFC, and shall furnish documentary support for
      such response upon IFC’s request;

	 	 
	(r) 	
      institute, maintain and comply with appropriate internal
      procedures and controls, satisfactory to IFC, and following best
      international standards, for anti-money laundering and combating the
      financing of terrorism, fraud, or other corrupt or illegal purposes or
      practices;

	 	 
	(s) 	
      not, and shall ensure that each of its Subsidiaries shall
      not, conduct business or enter into any transaction with, or transmit any
      funds through, any Shell Bank;

	 	 
	(t) 	
      not enter into any transaction with, or for the benefit
      of, any individuals or institutions named on (i) lists promulgated
      pursuant to any resolution of the United Nations Security Council under
      Chapter VII of the United Nations Charter; or (ii) the World Bank Listing
      of Ineligible Firms (see www.worldbank.org/debarr or any successor website
      or location);

	 	 
	(u) 	
      not undertake, or invest in any Person engaged in, any
      Prohibited Activity;

	 	 
	(v) 	
      comply in all respects with the HSEC
  Policy;








- 22 -

	(w) 	promptly notify IFC, after becoming aware of its occurrence, of   any actions, suits, proceedings or investigations, whether on behalf of or   against the Company or any of its Subsidiaries, that (i)if adversely determined   could have a Material Adverse Effect; or (ii) are criminal in   nature;



ARTICLE VII 

GENERAL

Section 7.01. Enurement.

     This Agreement will enure to the benefit of and be binding   upon the parties hereto and their respective heirs, executors, administrators,   successors and permitted assigns.

Section 7.02. Notices.

     All notices or other communications by the terms hereof   required or permitted to be given by one party to another shall be given in   writing by personal delivery or facsimile delivered to such other party as   follows:

To the Company:

Argentex Mining Corporation 

  602-1112 West Pender Street, 

Vancouver, British Columbia, V6E 2S1,   Canada 

Attention: Ken Hicks, President 

  Fax No: 604.568.1540

To IFC:

2121 Pennsylvania Avenue 

  N.W.   Washington, D.C. 

  20433 U.S.A. 

  Attention:           Director

                             Oil, Gas, Mining and Chemicals Department 

Facsimile No.:   202-974-4323

or at such other address or facsimile number as may be given by   either of them to the other in writing from time to time and such other notices   or communications shall be deemed to have been received when delivered or, if by   facsimile, on the next Business Day after such notice or other communication has   been transmitted by facsimile (with receipt confirmed). For greater certainty,   any notice by email shall not be sufficient notice for the purposes of this   section.

Section 7.03. Pre-Emptive Right

     If and only to the extent that the Company grants to a   third party any pre-emptive rights to purchase Equity Securities, it will grant   a similar right to IFC.

Section 7.04. Assignment.

     This Agreement (including the Warrant Certificate) may not   be assigned by the Company. IFC shall be permitted to assign its rights under   this Agreement except that the covenants under Section 6.01




- 23 -

cannot be assigned to a party that is not an Affiliate of IFC
unless the Company provides its prior written consent. IFC shall be permitted to
assign the Warrant Certificate in accordance with its terms.

Section 7.05. Execution in Counterpart.

     This Agreement may be executed in
any number of counterparts (including counterparts by facsimile), each of which
will be deemed to be an original, but all of which together will constitute one
and the same document.

Section 7.06. Severability.

     If any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality
and enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby. Each of the provisions of this Agreement is hereby
declared to be separate and distinct.

Section 7.07. Governing Law.

     This Agreement will be governed
by and construed in accordance with the laws of the Province of British Columbia
and the federal laws of Canada applicable therein. 

Section 7.08. Time.

     Where this Agreement requires any
action to be taken on, or before, a day which is not a Business Day, this
Agreement shall be read as requiring the action to be taken on, or before, the
next Business Day thereafter.

Section 7.09. Entire Agreement.

     This Agreement contains the
entire agreement of the parties hereto relating to the subject matter hereof and
there are no representations, covenants or other agreements relating to the
subject matter hereof except as stated or referred to herein.

Section 7.10. Amendments and Waivers.

     Any amendment or waiver of, any
provision of this Agreement shall be in writing and in the case of any
amendment, signed by the parties.

Section 7.11. Time of Essence.

     Time shall be of the essence of
this Agreement.

               (Remainder
of page intentionally left blank. Signature page to follow.)




- 1 -

     IN WITNESS WHEREOF this Agreement
has been executed by the Company and IFC as of the day and year first above
written.

Executed as an agreement:

ARGENTEX MINING CORPORATION

	/s/
      Kenneth Hicks 	 
	Name: 	Kenneth Hicks 	 
	Title: 	President 	 


INTERNATIONAL FINANCE CORPORATION

	/s/
      Deema Pakhonry 	 
	Name: 	Deema Pakhonry 	 
	Title: 	Head, Portfolio 	 
	  	Global Infrastructure and Natural Resources
      Department 	 






Annex A 
Page 1 of 3

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of
the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”,
“Collusive Practice” and “Obstructive Practice” in the context of IFC
operations.

1. CORRUPT PRACTICES

A “Corrupt Practice” is the offering, giving, receiving or
soliciting, directly or indirectly, of anything of value to influence improperly
the actions of another party.

INTERPRETATION

	 	A. 	
      Corrupt Practices are understood as kickbacks and
      bribery. The conduct in question must involve the use of improper means
      (such as bribery) to violate or derogate a duty owed by the recipient in
      order for the payor to obtain an undue advantage or to avoid an
      obligation. Antitrust, securities and other violations of law that are not
      of this nature are excluded from the definition of corrupt
    practices.

	 	 	 
	 	B. 	
      It is acknowledged that foreign investment agreements,
      concessions and other types of contracts commonly require investors to
      make contributions for bona fide social development purposes or to provide
      funding for infrastructure unrelated to the project. Similarly, investors
      are often required or expected to make contributions to bona fide local
      charities. These practices are not viewed as Corrupt Practices for
      purposes of these definitions, so long as they are permitted under local
      law and fully disclosed in the payor’s books and records. Similarly, an
      investor will not be held liable for corrupt or fraudulent practices
      committed by entities that administer bona fide social development funds
      or charitable contributions.

	 	 	 
	 	C. 	
      In the context of conduct between private parties, the
      offering, giving, receiving or soliciting of corporate hospitality and
      gifts that are customary by internationally-accepted industry standards
      shall not constitute corrupt practices unless the action violates
      applicable law.

	 	 	 
	 	D. 	
      Payment by private sector persons of the reasonable
      travel and entertainment expenses of public officials that are consistent
      with existing practice under relevant law and international conventions
      will not be viewed as Corrupt Practices.

	 	 	 
	 	E. 	
      The World Bank Group2 does not condone
      facilitation payments. For the purposes of implementation, the
      interpretation of “Corrupt Practices” relating to facilitation payments
      will take into account relevant law and international conventions
      pertaining to corruption.



2. FRAUDULENT PRACTICES

____________________________

2 The “World Bank” is the International Bank for Reconstruction
and Development, an international organization established by Articles of
Agreement among its member countries and the “World Bank Group” refers to the
International Bank for Reconstruction and Development, the International
Development Association, the International Finance Corporation, the Multilateral
Investment Guarantee Agency, and the International Centre for Settlement of
Investment Disputes.




     Annex A 
Page 2 of 3

A “Fraudulent Practice” is any action or omission, including a
misrepresentation, that knowingly or recklessly misleads, or attempts to
mislead, a party to obtain a financial or other benefit or to avoid an
obligation.

INTERPRETATION

	 	A. 	An action, omission, or misrepresentation will be regarded
      as made recklessly if it is made with reckless indifference as to whether
      it is true or false. Mere inaccuracy in such information, committed
      through simple negligence, is not enough to constitute a “Fraudulent
      Practice” for purposes of this Agreement.
	 	 	 
	 	B. 	
      Fraudulent Practices are intended to cover actions or
      omissions that are directed to or against a World Bank Group entity. It
      also covers Fraudulent Practices directed to or against a World Bank Group
      member country in connection with the award or implementation of a
      government contract or concession in a project financed by the World Bank
      Group. Frauds on other third parties are not condoned but are not
      specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other
      illegal behavior is not condoned, but will not be considered as a
      Fraudulent Practice for purposes of this
Agreement.



3. COERCIVE PRACTICES

A “Coercive Practice” is impairing or harming, or threatening
to impair or harm, directly or indirectly, any party or the property of the
party to influence improperly the actions of a party.

INTERPRETATION

	 	A. 	
      Coercive Practices are actions undertaken for the purpose
      of bid rigging or in connection with public procurement or government
      contracting or in furtherance of a Corrupt Practice or a Fraudulent
      Practice.

	 	 	 
	 	B. 	
      Coercive Practices are threatened or actual illegal
      actions such as personal injury or abduction, damage to property, or
      injury to legally recognizable interests, in order to obtain an undue
      advantage or to avoid an obligation. It is not intended to cover hard
      bargaining, the exercise of legal or contractual remedies or
      litigation.



4. COLLUSIVE PRACTICES

A “Collusive Practice” is an arrangement between two or more
parties designed to achieve an improper purpose, including to influence
improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of
bid rigging or in connection with public procurement or government contracting
or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5. OBSTRUCTIVE PRACTICES

An “Obstructive Practice” is (i) deliberately destroying,
falsifying, altering or concealing of evidence material to the investigation or
making of false statements to investigators, in order to materially impede a
World Bank Group investigation into allegations of a corrupt,
fraudulent, coercive or collusive practice, and/or threatening, harassing or
intimidating any party to prevent it from disclosing its knowledge of matters
relevant to the investigation or from pursuing the investigation, or (ii) an act
intended to materially impede the exercise of IFC’s access to contractually
required information in connection with a World Bank Group investigation into
allegations of a corrupt, fraudulent, coercive or collusive practice.




     Annex A 

Page 3 of 3

INTERPRETATION

Any action legally or otherwise
properly taken by a party to maintain or preserve its regulatory, legal or
constitutional rights such as the attorney-client privilege, regardless of
whether such action had the effect of impeding an investigation, does not
constitute an Obstructive Practice. 

6.      GENERAL
INTERPRETATION

A person should not be liable for actions taken by unrelated
third parties unless the first party participated in the prohibited act in
question.




     Annex B
 Page 1 of 1

FORM OF SUBSCRIPTION REQUEST 
[Company’s Letterhead]

[Date]

International Finance Corporation 
2121 Pennsylvania Avenue,
N.W. 
Washington, D.C. 20433 
United States of America

Attention: Director, Oil Gas, Mining and Chemicals
Department

Ladies and Gentlemen: 
IFC Investment No. 29378

Request for IFC Subscription (Equity)

Please refer to the Equity and Warrant Subscription Agreement
(the “Agreement”) dated [date], 2010 between Argentex Mining
Corporation (the “Company”) and International Finance Corporation
(“IFC”). Terms defined in the Agreement have their defined meanings
wherever used in this request.

In accordance with the provisions of the Agreement, the Company
requests the subscription of the Purchased Shares and Warrants and the
disbursement by IFC as soon as practicable after the date of this request, of
the Total Purchase Price. IFC is requested to pay the Total Purchase Price to
[name and address of Bank], for credit to the Company’s account no.
________.

Against disbursement by IFC in accordance with Section 3.01 of
the Agreement, the Company will deliver to IFC a share certificate evidencing
ownership of the 10,804,706 fully paid Purchased Shares and a Warrant
Certificate representing 10,804,706 of Warrants exercisable to acquire an
equivalent number of Shares.

For the purpose of Section 5.01 of the Agreement, the Company
certifies that the representations and warranties made in Section 4.01 of the
Agreement are true and correct on and as of the date of this request with the
same effect as if such representations and warranties had been made on and as of
such date.

The above certification is effective as of the date of this
request and shall continue to be effective as of the Closing Date. If this
certification is no longer valid as of or prior to the Closing Date, the Company
undertakes to promptly notify IFC by facsimile.

	 	Yours truly, 
	 	ARGENTEX MINING CORPORATION 
	 	  
	 	By
  
	 	       Authorized
      Representative 



	Copy to: 	International Finance Corporation 
	  	Attention: Director, Department of Financial
      Operations 






     Annex C 
Page 1 of 9

WARRANT CERTIFICATE

CANADIAN LEGEND:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
OF THESE SECURITIES MUST NOT TRADE THESE SECURITIES BEFORE (),
2010 [the date which is 4 months and 1 day after the Closing Date will be
inserted].

U.S. LEGEND:

THESE SECURITIES AND THE SECURITIES DELIVERABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THE WARRANTS MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE
UNITED STATES UNLESS THE WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS
IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S
UNDER THE U.S. SECURITIES ACT.

     THE WARRANTS REPRESENTED HEREBY
WILL BE VOID AND OF NO VALUE UNLESS 
EXERCISED ON OR BEFORE 5:00 P.M.
(VANCOUVER TIME) [date], 2015 WITHIN THE TIME 
LIMITS HEREIN
PROVIDED.

ARGENTEX MINING CORPORATION

	DATED [__________] 	Warrant Certificate No.: [____]



THIS IS TO CERTIFY THAT, for value received,

INTERNATIONAL FINANCE CORPORATION
2121 Pennsylvania
Avenue N.W. 
Washington, D.C. 20433

(the “Holder”) is the registered holder of 10,804,706
common stock purchase warrants (the “Warrants”) of Argentex Mining
Corporation (the “Company”). The Warrants are being issued to the Holder
pursuant to the equity and warrant subscription agreement (the
“Agreement”) made as of September 24, 2010. Each Warrant entitles the
Holder to subscribe for and purchase, subject to the terms hereof including,
without limitation, certain adjustment provisions as detailed below in this
Warrant Certificate, one fully paid share of common stock, par value U.S.$0.001
(“Common Share”) in the capital of the Company at a price of one dollar
and fourteen cents (C$1.14) per Common Share in lawful money of Canada, (the
price at which one Common Share may be purchased hereunder from time to time
being hereinafter referred to as the “Exercise Price”) at any time after
the Closing Date and until 5:00 p.m. (Vancouver time) on the first Business Day
that is five (5) years after the Closing Date (the “Expiry Time”), after
which time the Warrants represented hereby shall expire and be of no value or
effect.

All defined terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.

The right to acquire Warrant Shares under the Warrants may only
be exercised by the Holder by, prior to the Expiry Time, surrendering this
Warrant Certificate, the duly completed and executed Exercise Form attached
hereto as Annex D and making payment by wire transfer in Canadian funds to: 




     Annex C 
Page 2 of 9

Destination Bank (SWIFT tag 57): Swift
code HKBC CATT 
Branch Address: 885 West Georgia Street, Vancouver, BC V6C
3G1 
Beneficiary (SWIFT tag 59): ARGENTEX MINING CORPORATION 

Beneficiary
Account Number: ******************
Beneficiary Address: 602-1112 WEST PENDER ST,
VANCOUVER, BC V6E2S1

or such other account in Canada as the Company may notify the
Holder in writing, an amount equal to the Exercise Price multiplied by the
number of Warrant Shares to be acquired, subject to adjustment in accordance
with the terms hereof, to the Company at the address shown on the Exercise Form
or such other office as may be specified by the Company, in a written notice to
the Holder, from time to time. 

This Warrant Certificate shall effectively be surrendered only
upon personal delivery hereof or, if sent by mail or other means of
transmission, upon actual receipt thereof by the Company at its offices at
602-1112 West Pender Street, Vancouver, British Columbia, V6E 2S1, Canada or
such other address as the Company may notify the Holder of in writing.

Upon the exercise of the Warrants in the manner described
above, the Holder shall be deemed for all purposes to be the holder or holders
of record of such Warrant Shares and the Company covenants that it will cause
certificates representing such Warrant Shares to be delivered or mailed to the
Holder at the address or addresses specified in the Exercise Form within five
(5) Business Days of the surrender of this Warrant Certificate.

The Holder of this Warrant Certificate may acquire any lesser
number of Warrant Shares than the aggregate number of all Warrant Shares which
may be acquired as consequence of exercising the Warrants. In such event, the
Holder shall be entitled to receive a new Warrant Certificate exercisable to
acquire up to the balance of the Warrant Shares which may be acquired. No
fractional Common Shares shall be issuable on exercise of the Warrants.

The Holder of this Warrant Certificate may, at any time prior
to the Expiry Time, upon surrender of this Warrant Certificate to the Company,
exchange this Warrant Certificate for other Warrant Certificates in such amounts
as the Holder may request entitling the Holder to acquire, in the aggregate, the
same number of Common Shares as may be acquired under this Warrant
Certificate.

The ownership of the Warrants in and of itself shall not
constitute the Holder hereof a shareholder of the Company or entitle the Holder
to any right or interest as a shareholder in respect thereof except as expressly
provided for herein.

For a period commencing on the date hereof and ending thirty
(30) months thereafter, the Warrants represented by this Warrant Certificate may
not be transferred, sold or assigned, in whole or in part, to any person by the
Holder without the prior written consent of the Company unless the Company is
(a) in material default of the covenants set forth in Sections 6.01(a), (b),
(d), (m), (n), (o) or (w) of the Agreement, or (b) in default of any of the
other covenants set forth in Section 6.01 of the Agreement and, in each case,
such default has not been cured by the Company within 30 days from the date the
Holder provided notice of such default to the Company. Upon expiry of the thirty
(30) month period, the Warrants represented by this Warrant Certificate may be
transferred, sold or assigned, in whole or in part, to any person by the Holder;
provided that if the Company is not then in default of any of its obligations as
provided for in (a) and (b) above, the Company shall have a period of ten (10)
Business Days from receipt of a notice of transfer by IFC in the form attached
hereto as Exhibit 2 to provide an alternative purchaser of such Warrants. If
upon the expiry of such ten (10) Business Day period, an alternative purchaser
is not provided by the Company or IFC does not want to transfer the Warrants to
such person, the Warrants will be transferred in accordance with the terms set
forth below. This Warrant Certificate shall effectively be surrendered only upon
personal delivery hereof or, if sent by mail or other means of transmission,
upon actual receipt thereof by the Company at its principal office in Vancouver,
or such other office as the Company may notify the Holder of in
writing. The Company shall, within five (5) Business Days of the surrender of
this Warrant Certificate, issue and deliver or mail as specified in the written
notice (i) a new Warrant Certificate or Warrant Certificates in the name of the
assignee or assignees evidencing such number of Warrants so assigned, and (ii)
if applicable, a new Warrant Certificate in the name of the assignor evidencing
the portion of the Warrants not so assigned. Upon the delivery of the new
Warrant Certificate(s) referred to above, this Warrant Certificate shall be
promptly cancelled.




     Annex C 

Page 3 of 9

The Holder acknowledges and agrees that any transfer, sale,
assignment or pledging by it of the Warrants represented by this Warrant
Certificate, in whole or in part, shall comply with the provisions of Securities
Laws or such other regulatory authority having jurisdiction and that the Company
will be entitled to refuse any transfer if such transfer would constitute a
violation of any such provisions.

Notwithstanding the foregoing, as the Warrants represented by
this Warrant Certificate are, and any Common Shares issuable pursuant hereto
will be, “restricted securities” within the meaning of Rule 144 under the U.S.
Securities Act, if the Holder decides to offer, resell, pledge or otherwise
transfer, all or any portion of, the Warrants represented by this Warrant
Certificate or any Common Shares issuable pursuant to the terms hereof, the
Holder will not do so, directly or indirectly, except:

(i) to the Company;

(ii) outside the United States, in accordance with Rule 904 of
Regulation S under the U.S. Securities Act, if available, and in compliance with
applicable local laws and regulations;

(iii) in the United States: (A) in accordance with Rule 144A
under the U.S. Securities Act to a Person it reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A) that purchases for its own
account or for the account of another “qualified institutional buyer” and to
whom notice is given that the offer, sale or transfer is being made in reliance
on Rule 144A; (B) in a transaction exempt from registration under the U.S.
Securities Act pursuant to Rule 144 thereunder, if available; or (C) in a
transaction that is otherwise exempt from registration under the U.S. Securities
Act; or

(iv) under an effective registration statement;

and in each case in compliance with applicable state securities
laws, and in the case of a transaction contemplated by clause (iii) above the
Holder has furnished to the Company an opinion of counsel of recognized standing
and acceptable to the Company, acting reasonably, or other evidence of exemption
reasonably satisfactory to the Company to that effect.

From and after the date hereof, the Exercise Price and the
number of Warrant Shares deliverable upon the exercise of the Warrants will be
subject to adjustment in the events and in the following manner:

	(a) 	
      In case of any reclassification of the Common Shares or
      change of the Common Shares into other shares, or in case of the
      consolidation, merger, reorganization or amalgamation of the Company with
      or into any other corporation or entity which results in any
      reclassification of the outstanding Common Shares or a change of the
      Common Shares into other securities, or in case of any transfer of the
      undertaking or assets of the Company as an entirety or substantially as an
      entirety to another person (any such event being hereinafter referred to
      as a “Reclassification of Common Shares”), at any time prior to the
      Expiry Time, the Holder shall, after the effective date of such
      Reclassification of Common Shares and upon exercise of the right to
      purchase Common Shares hereunder, be entitled to receive, and shall
      accept, in lieu of the number of Common Shares to which the Holder was
      theretofore entitled upon such exercise, the kind and amount of shares and
      other securities or property which the Holder would have been entitled to
      receive as a result of such Reclassification of Common Shares if, on the
      effective date thereof, the Holder had been the registered holder of the number of Common Shares
      to which the Holder was theretofore entitled to acquire upon such
      exercise. No such Reclassification of Common Shares will be carried out
      unless, in the opinion of the Board of Directors of the Company, all
      appropriate adjustments shall be made in the application of the provisions
      set forth in this section with respect to the rights and interests
      thereafter of the Holder of this Warrant Certificate to the end that the
      provisions set forth in this section shall thereafter correspondingly be
      made applicable as nearly as may be reasonable in relation to any shares
      or other securities or property thereafter deliverable upon the exercise
      of the Warrants. Any such adjustment must be made by and set forth in an
  amendment to this Warrant Certificate.








Annex C
Page 4 of 9

	(b) 	
      If and whenever at any time prior to the Expiry Time the
      Company shall:

	 	 	 
		(i) 	
      subdivide, redivide or change its then outstanding Common
      Shares into a greater number of shares;

	 	 	 
		(ii) 	
      reduce, combine or consolidate its then outstanding
      Common Shares into a lesser number of shares; or

	 	 	 
		(iii) 	
      issue Common Shares, Participating Shares or Convertible
      Securities (both such terms as defined below in paragraph (g)) to all or
      substantially all of the holders of Common Shares by way of distribution
      on the Common Shares payable in Common Shares, Participating Shares or
      Convertible Securities;

	 	 	 
			
      (any such event being hereinafter referred to as
      “Capital Reorganization”) and any such event

	 	 	 
		
      results in an adjustment or readjustment in the Exercise
      Price pursuant to paragraph (c), the number of Common Shares purchasable
      pursuant to the Warrants shall be adjusted or readjusted contemporaneously
      with the adjustment or readjustment of the Exercise Price by multiplying
      the number of Common Shares purchasable on the exercise of the Warrants
      immediately prior to such adjustment by a fraction the numerator of which
      shall be the Exercise Price in effect immediately prior to such adjustment
      or readjustment and the denominator of which shall be the Exercise Price
      resulting from such adjustment or readjustment.

	 	 	 
	(c) 	
      If and whenever at any time prior to the Expiry Time, the
      Company shall engage in a Capital Reorganization, the Exercise Price
      shall, effective immediately after the effective date, in the case of a
      subdivision or consolidation, or effective immediately after the record
      date, in the case of a distribution, be adjusted by multiplying the
      Exercise Price in effect immediately prior to such effective date or
      record date by a fraction: (A) the numerator of which shall be the number
      of Common Shares and Participating Shares outstanding on such effective
      date or record date before giving effect to such Capital Reorganization;
      and (B) the denominator of which shall be the number of Common Shares and
      Participating Shares outstanding immediately after giving effect to such
      Capital Reorganization. The number of Common Shares and Participating
      Shares outstanding shall include the deemed conversion into or exchange
      for Common Shares or Participating Shares of any Convertible Securities
      distributed pursuant to such Capital Reorganization. Such adjustment shall
      be made successively whenever any event referred to in this paragraph
      shall occur.

	 	 	 
		
      To the extent that such Capital Reorganization is not
      effected or any such Convertible Securities issued pursuant thereto are
      not exercised prior to the expiration thereof, the Exercise Price shall
      then be readjusted to the Exercise Price which would then be in effect if
      such Capital Reorganization had not been effected, the record date in
      respect of such Capital Reorganization had not occurred, or if such
      expired Convertible Securities had not been
issued.








Annex C
Page 5 of 9

	(d) 	
      Any issue of Common Shares, Participating Shares or
      Convertible Securities pursuant to the Capital Reorganization shall be
      deemed to have been made on the record date thereof for the purpose of
      calculating the number of outstanding Common Shares under paragraphs (e)
      and (f).

	 	 	 
	(e) 	
      If and whenever at any time prior to the Expiry Time, the
      Company shall fix a record date for the issuance of rights, options or
      warrants (other than the Warrants evidenced hereby) to all or
      substantially all the holders of Common Shares entitling them, for a
      period expiring not more than 45 days after such record date, to subscribe
      for or purchase Common Shares, Participating Shares or Convertible
      Securities at a price per share (or in the case of a Convertible Security
      the conversion or exchange price per share plus the issue price of such
      Convertible Security) that is less than 95% of the Current Value (as
      defined below) of a Common Share on such record date (any such event being
      hereinafter referred to as a “Rights Offering”), the Exercise Price
      shall be adjusted immediately after such record date so that it shall
      equal the price determined by multiplying the Exercise Price in effect on
      such record date by a fraction:

	 	 	 
		(i) 	
      the numerator of which shall be the aggregate of: (A) the
      number of Common Shares outstanding on such record date; and (B) a number
      determined by dividing whichever of the following is applicable by the
      Current Value (as hereinafter defined) of the Common Shares on the record
      date: (1) the amount obtained by multiplying the number of Common Shares
      or Participating Shares which the holders of Common Shares are entitled to
      subscribe for or purchase by the subscription or purchase price; or (2)
      the amount obtained by multiplying the maximum number of Common Shares or
      Participating Shares which the holders of Common Shares are entitled to
      receive on the conversion or exchange of the Convertible Securities by the
      conversion or exchange price per share; and

	 	 	 
		(ii) 	
      the denominator of which shall be the aggregate of: (A)
      the number of Common Shares outstanding on such record date; and (B)
      whichever of the following is applicable: (1) the total number of Common
      Shares or Participating Shares which the holders of Common Shares are
      entitled to subscribe for or purchase; or (2) the total number of Common
      Shares or Participating Shares which the holders of Common Shares are
      entitled to receive on the conversion or exchange of the Convertible
      Securities.

	 	 	 
			
      If by the terms of the rights, options or warrants
      referred to in this paragraph (e), there is more than one purchase,
      conversion or exchange price per Common Share, the aggregate price of the
      total number of additional Common Shares offered for subscription or
      purchase, or the aggregate conversion or exchange price of the convertible
      or exchangeable securities so offered, will be calculated for purposes of
      the adjustment on the basis of the lowest purchase, conversion or exchange
      price per Common Share, as the case may be.

	 	 	 
			
      Any Common Shares owned by or held for the account of the
      Company or subsidiary of the Company shall be deemed not to be outstanding
      for the purpose of any such computation. Such adjustment shall be made
      successively whenever such a record date is fixed.

	 	 	 
			
      To the extent that such Rights Offering is not so made or
      any such rights, options or warrants are not exercised prior to the
      expiration thereof, the Exercise Price shall then be readjusted to the
      Exercise Price which would then be in effect if such record date had not
      been fixed or to the Exercise Price which would then be in effect based if
      such expired rights, options or warrants had not been included in the
      original calculation.

	 	 	 
	(f) 	
      If and whenever at any time prior to the Expiry Time, the
      Company shall fix a record date for the distribution to all or
      substantially all the holders of Common Shares
of:







Annex C
Page 6 of 9

	 	(i) 	
      shares of any class, whether of the Company or any other
      corporation;

	 	 	 
	 	(ii) 	
      rights, options or warrants;

	 	 	 
	 	(iii) 	
      evidences of indebtedness; or

	 	 	 
	 	(iv) 	
      other assets or property;




		
      and if such distribution does not constitute a Capital
      Reorganization or a Rights Offering or does not consist of rights, options
      or warrants entitling the holders of Common Shares to subscribe for or
      purchase Common Shares, Participating Shares or Convertible Securities for
      a period expiring not more than 45 days after such record date and at a
      price per share (or having a conversion or exchange price per share) of at
      least 95% of the Current Value of the Common Shares on such record date
      (any such non-excluded event being hereinafter referred to as a
      “Special Distribution”) the Exercise Price shall be adjusted
      effective immediately after such record date so that it shall equal the
      price determined by multiplying the Exercise Price in effect on such
      record date by a fraction: (I) the numerator of which shall be the amount
      by which (A)the amount obtained by multiplying the number of Common Shares
      outstanding on such record date by the Current Value of the Common Shares
      on such record date, exceeds (B)the fair market value (as determined by
      the external auditors of the Company, which determination shall be
      conclusive) to the holders of such Common Shares of such Special
      Distribution; and (II) the denominator of which shall be the total number
      of Common Shares outstanding on such record date multiplied by such
      Current Value of the Common Shares on such record date.

	 	 
		
      Any Common Shares owned by or held for the account of the
      Company or subsidiary of the Company shall be deemed not to be outstanding
      for the purpose of any such computation. Such adjustment shall be made
      successively whenever such a record date is fixed.

	 	 
		
      To the extent that such Special Distribution is not so
      made or any such rights, options or warrants are not exercised prior to
      the expiration thereof, the Exercise Price shall then be readjusted to the
      Exercise Price which would then be in effect if such record date had not
      been fixed or if such expired rights, options or warrants had not been
      issued for the purposes of determining the fair market value as referred
      to in subparagraph (f)(B) above.

	 	 
	(g) 	
      For the purpose of this Warrant Certificate: (i)
      “Participating Share” means a share (other than a Common Share)
      that carries the right to participate in earnings to an unlimited degree;
      and (ii) “Convertible Security” means a security convertible into
      or exchangeable for a Common Share or a Participating Share or
  both.

	 	 
	(h) 	
      On any adjustment of the Exercise Price pursuant to
      paragraph (e) or (f), the number of Common Shares purchasable on the
      exercise of the Warrants will be adjusted contemporaneously with the
      adjustment of the Exercise Price by multiplying the number of Common
      Shares theretofore purchasable immediately before the adjustment by a
      fraction which is the reciprocal of the fraction used in the adjustment of
      the Exercise Price.

	 	 
	(i) 	
      No adjustment pursuant to this Warrant Certificate shall
      be made in respect of dividends (payable in cash, Common Shares or
      Participating Shares) declared payable on the Common Shares in any fiscal
      year of the Company to the extent that such dividends, when aggregated
      with any dividends previously declared payable on the Common Shares in
      such fiscal year, do not exceed 50% of the aggregate consolidated net
      income of the Company, before extraordinary items, for its immediately
      preceding fiscal year.

	 	 
	(j) 	
      In any case in which this Warrant Certificate shall
      require that an adjustment shall become effective immediately after a
      record date for an event referred to herein, the Company may defer, until
      the occurrence of such event, issuing to the Holder, upon the exercise of
      the Warrants after such record date and before the occurrence of such event,
      the additional Common Shares issuable upon such exercise by reason of the
      adjustment required by such event; provided, however, that the Company
      shall deliver to the Holder an appropriate instrument evidencing the
      Holder’s right to receive such additional Common Shares upon the
      occurrence of the event requiring such adjustment and the right to receive
      any distributions made on such additional Common Shares on and after such
  exercise.








Annex C
Page 7 of 9

	(k) 	
      The adjustments provided for in this Warrant Certificate
      are cumulative, shall, in the case of adjustments to the Exercise Price,
      be computed to the nearest one-tenth of one cent and shall apply (without
      duplication) to successive Reclassifications of Common Shares, Capital
      Reorganizations, Rights Offerings and Special Distributions; provided
      that, notwithstanding any other provision of this section, no adjustment
      of the Exercise Price shall be required unless such adjustment would
      require an increase or decrease of at least 1% of the Exercise Price then
      in effect (except upon a consolidation of the outstanding Common Shares)
      (provided, however, that any adjustments which by reason of this paragraph
      are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment).

	 	 
	(l) 	
      No adjustment in the number of Common Shares which may be
      purchased upon exercise of the Warrants or in the Exercise Price shall be
      made pursuant to this Warrant Certificate if the Holder is entitled to
      participate in such event (other than the events referred to in paragraph
      (b)(i) or (b)(ii) on the same terms mutatis mutandi as if the
      Holder had exercised the Warrants evidenced hereby for Common Shares prior
      to the effective date or record date of such event.

	 	 
	(m) 	
      Subject to the prior written consent of the TSXV, in the
      event of any question arising with respect to the adjustments provided in
      this Warrant Certificate, such question shall conclusively be determined
      (as between the Company, the Holder, all shareholders of the Company and
      any transfer agent of the Common Shares) by a firm of chartered
      accountants appointed by the Company and acceptable to the Holder (who may
      be the Company’s auditors). Such accountants shall have access to all
      necessary records of the Company and such determination shall be binding
      upon the Company, the Holder, the shareholders of the Company and any
      transfer agent of the Common Shares.

	 	 
	(n) 	
      As a condition precedent to the taking of any action
      which would require an adjustment in the subscription rights pursuant to
      this Warrant Certificate, including the Exercise Price and the number of
      such classes of shares or other securities or property which are to be
      received upon the exercise of the Warrants, the Company shall take all
      corporate action which may, in the opinion of external counsel, be
      necessary in order that the Company has reserved and there will remain
      unissued a sufficient number of Common Shares for issuance upon the
      exercise of the Warrants, and that the Company may validly and legally
      issue as fully paid and non-assessable all the shares of such classes or
      other securities or may validly and legally distribute the property which
      the Holder is entitled to receive on the full exercise thereof in
      accordance with the provisions hereof.

	 	 
	(o) 	
      At least 21 days prior to the later of the effective date
      or record date, as the case may be, of any event which requires an
      adjustment in the subscription rights pursuant to this Warrant
      Certificate, including the Exercise Price and the number and classes of
      shares or other securities or property which are to be received upon the
      exercise thereof, the Company shall give notice to the Holder of the
      particulars of such event and the required adjustment and the computation
      of such adjustment.

	 	 
	(p) 	
      This Warrant Certificate and all the rights hereunder
      (including the Warrants) shall enure to the benefit of the Holder and its
      successors and permitted assigns and shall be binding upon the Company and
      its successors.








Annex C
Page 8 of 9

	(q) 	
      The Warrants represented by this Warrant Certificate may
      not be transferred, sold, assigned or pledged, in whole or in part, to any
      person by the Holder without the Company’s prior written
  consent.



For the purpose of any computation under this Warrant
Certificate, the “Current Value” of the Common Shares at any date shall
be determined as the volume weighted average trading price per Common Share of
the Common Shares (the “VWAP”) on the TSXV calculated by dividing the
total value by the total volume of Common Shares traded for the twenty trading
days ending three trading days prior to that date and if the Common Shares are
not so listed on the TSXV, the Current Value shall be the VWAP on such exchange
on which the Common Shares are listed, and if the Common Shares are not listed
on any exchange, the VWAP will be such value as is determined by the directors
of the Company acting in good faith. If the Common Shares are listed on more
than one stock exchange the VWAP on the stock exchange on which the largest
volume of the Common Shares has traded in the preceding six (6) months shall be
used.

In case the Company after the date of issuance of the Warrants
takes any action affecting the Common Shares, other than any action described
above, which, in the opinion of the board of directors of the Company, acting
reasonably, would likely on a balance of probabilities materially affect the
rights of the Holder, the Exercise Price will be adjusted in such manner, if
any, and at such time, by action by the directors of the Company but subject in
all cases to the prior written consent of the stock exchange on which the Common
Shares are then listed, where required and any necessary regulatory
approval.

The Company shall not enter into any transaction whereby all or
substantially all of its undertaking, property and assets would become the
property of any other corporation (herein called a “successor corporation”)
whether by way of reorganization, reconstruction, consolidation, amalgamation,
merger, transfer, sale, disposition or otherwise, unless prior to or
contemporaneously with the consummation of such transaction, the Company and the
successor corporation shall have executed such instruments and done such things
as, in the opinion of counsel to the Holder, are necessary or advisable to
establish that upon the consummation of such transaction:

	 	(i) 	
      the successor corporation will have assumed all the
      covenants and obligations of the Company under this Warrant Certificate,
      and

	 	 	 
	 	(ii) 	
      the Warrant Certificate will be a valid and binding
      obligation of the successor corporation entitling the Holder, as against
      the successor corporation, to all the rights of the Holder under this
      Warrant Certificate.



If any one or more of the provisions contained in this Warrant
Certificate should be invalid, illegal or unenforceable in any respect under the
laws of any jurisdiction, the validity, legality and enforceability of such
provision shall not in any way be affected or impaired thereby under the laws of
any other jurisdiction and the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

     This Warrant Certificate shall be
governed and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.

     Time shall be of the essence
hereof.

     All dollar amounts shall be
Canadian dollars.




     Annex C 
Page 9 of 9

IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed by its duly authorized officer this ______day of
_______________, 2010.

SIGNED for and on behalf of

ARGENTEX MINING CORPORATION

	 	 
	Name: 	 
	Title: 	 






Exhibit 1 
Page 1 of 1

EXERCISE FORM

	TO: 	Argentex Mining Corporation 
	  	602-1112 West Pender Street, 
	  	Vancouver, British Columbia, V6E 2S1,
      Canada 


The undersigned holder of the within Warrant certificate hereby
irrevocably subscribes for ___________________________common shares of Argentex
Mining Corporation (the “Company”) pursuant to the within Warrant
certificate at the Exercise Price per share specified in the said Warrant
Certificate and encloses herewith cash or a certified cheque, money order or
bank draft payable to the order of the Company in payment of the subscription
price therefor.

The undersigned certifies as follows:

1. (Check one of the following):

	[        ]
    	
      The undersigned hereby certifies that at the time of
      exercise EITHER (i) it is not within the United States (as defined in
      Regulation S under the United States Securities Act of 1933, as
      amended (“Regulation S”)), is not a U.S. person (as defined in
      Regulation S) and is not exercising the Warrants on behalf of, or for the
      account or benefit of a U.S. person and did not execute or deliver this
      exercise form in the United States OR (ii) it is not a U.S. person
      pursuant to Rule 902(k)(vi) of Regulation S. 

	  	
      

	[        ]
    	
      The undersigned is delivering a written opinion of U.S.
      counsel to the effect that the securities represented by this certificate
      and the securities to be delivered upon exercise hereof have been
      registered under the United States Securities Act of 1933, as
      amended, or are exempt from registration thereunder.




DATED this ____ day of _____________________, ______.

	Name: 	International Finance Corporation 	 
	Signature: 	 
    	 
	 	 	 
	Address: 	 
    	 



	[      ]	Please check box if these Common Share
      certificates are to be delivered at the office where this Warrant
      Certificate is surrendered, failing which the Common Share certificates
      will be mailed to the subscriber at the address set out above. 
	 	 
	 	If any Warrants represented by
      this certificate are not being exercised, a new Warrant Certificate will
      be issued and delivered with the Common Share
certificates.


Instructions:

     The registered holder may
exercise its right to receive Common Shares by completing this form and
surrendering this form, the Warrant Certificate representing the Warrants being
exercised and payment of the Exercise Price as specified above to the Company at
its principal office address as set out above.




     Exhibit 2
Page 1 of 1

TRANSFER OF WARRANTS FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

_________________________________(name)
_____________________________(the “transferee”)


_________________________________________________________________________________
(address)

_______________of the Warrants registered in the name of the
undersigned represented by the within Warrant Certificate.

The undersigned hereby certifies that the Warrants are being
sold, assigned or transferred in accordance with all applicable securities
laws.

DATED the _____day of ______________, ________________.

Signature of Registered Holder of the Warrants: 




SCHEDULE 9 
Page 1 of 16

LIST OF PERMITS FOR THE PROJECTS AND AUTHORIZATIONS

List of Permits for Projects as at September 24, 2010

Santa Cruz Claims


	  	  	  	Superficie 	Inicio 	  
	Tipo 	Nombre 	No expediente 	(has.) 	expediente 	Estado 
	CATEO 	Cerro Contrreras 	407.182 	  	2003 	OTOGADO 
	CATEO 	Boreal 	408.338 	  	2006 	TRAMITE 
	CATEO 	Plata Leon 	407.423 	  	2006 	TRAMITE 
	MD 	Tranquilo 1*3 	405.334 	  	2005 	TRAMITE 
	MD 	Tranquilo 2*3 	405.335 	  	2005 	TRAMITE 
	MD 	Canadon*3 	405.336 	  	2005 	TRAMITE 
	MD 	Bajo Condor 	410.783 	  	2006 	TRAMITE 
	MD 	Alto Condor 	400.72 	  	2007 	TRAMITE 
	MD 	Norte 1 	404.213 	  	2007 	TRAMITE 
	MD 	La Leona 1 	404.214 	  	2007 	TRAMITE 
	MINA 	Diamante 1 	407.928 	  	2003 	TRAMITE 
	MINA 	Diamante 2 	407.929 	  	2003 	TRAMITE 
	MINA 	CV-2 	407.93 	  	2003 	VIGENTE 
	MINA 	CV-1 	407.931 	  	2003 	VIGENTE 
	MINA 	CV-3 	407.932 	  	2003 	VIGENTE 
	MINA 	Nuevo Oro 1 	407.933 	  	2003 	VIGENTE 
	MINA 	Nuevo Oro 2 	407.934 	  	2003 	VIGENTE 
	MINA 	Condor *2 	414.085 	  	2000 	VIGENTE 
	MINA 	Pinguino *1*3 	414.409 	  	2000 	VIGENTE 
	MINA 	Cabernet 2 	406.859 	  	2003 	VIGENTE 
	MINA 	Cabernet 1 	406.86 	  	2003 	VIGENTE 
	MINA 	Merlot 1 	407.077 	  	2005 	VIGENTE 



*1 Pinguino property Notes. Pursuant to the terms of a mineral
property option agreement, dated February 24, 2004. The agreement is subject to
a 2% net smelter royalty. The Company has the right at any time up to 60 days
after commencement of commercial production to repurchase either one-half of the
royalty for $935,191 (C$1,000,000) or all of the royalty for $1,870,382
(C$2,000,000).




SCHEDULE 9 
Page 2 of 16

*2 Condor Property Notes. Pursuant to the terms of a mineral
property acquisition agreement, dated February 20, 2004. The agreement is
subject to a 2% net smelter royalty. The Company has the right to repurchase
either one-half of the royalty for $935,191 (C$1,000,000) or all of the royalty
for $1,870,382 (C$2,000,000). 

*3 Surface areas within these claims are more fully set out in
the exhibit to Schedule 1

Rio Negro Claims


	  	  	  	Superficie 	Inicio 	Ratificación 	 Publicación 	Labor 	Informe de 
	
Tipo 	
Nombre 	
No expediente 	
(has.) 	
expediente 	informe 
R.G. 	
de edicto 	
legal 	Impact 
Amb. 
	MD 	Catre 1 	28.029/M/03 	2906 	5/13/2003 	6/11/2003 	9/25/2003 	9/8/2004 	11/21/2004 
	MD 	Catre 2 	28.030/M/03 	2902.72 	5/13/2003 	4/14/2004 	9/25/2003 	9/8/2004 	11/21/2004 
	MD 	Pilquin 1 	28.031/M/03 	1475 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Pilquin 2 	28.032/M/03 	3000 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Pilquin 3 	28.033/M/03 	2999 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 4 	28.034/M/03 	1949 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 5 	28.035/M/03 	1949 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 6 	28.036/M/03 	2999 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 7 	28.037/M/03 	2880 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 8 	28.038/M/03 	2959 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 9 	28.039/M/03 	2999 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 10 	28.040/M/03 	2730 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 11 	28.041/M/03 	1840 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 12 	28.042/M/03 	2920 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 
	MD 	Menucos 13 	28.043/M/03 	2965 	5/13/2003 	6/11/2003 	9/25/2003 	11/12/2004 	11/21/2004 







SCHEDULE 9 
Page 3 of 16

List of Permits for B.C. Projects as at January,
2010

	Claim 	Licence No. 	Commodity 	Licence Holder Area  
	  	  	  	  
	ARGIE 13 	Cell 092I07A078B 	N/A 	412.67 ha 
	  	Cell 092I07A078C 	  	  
	  	Cell 092I07A079A 	  	  
	  	Cell 092I07A079B 	  	  
	  	Cell 092I07A079C 	  	  
	  	Cell 092I07A079D 	  	  
	  	Cell 092I07A080A 	  	  
	  	Cell 092I07A080B 	  	  
	  	Cell 092I07A080C 	  	  
	  	Cell 092I07A080D 	  	  
	  	Cell 092I07A088B 	  	  
	  	Cell 092I07A088C 	  	  
	  	Cell 092I07A089A 	  	  
	  	Cell 092I07A089B 	  	  
	  	Cell 092I07A089C 	  	  
	  	Cell 092I07A089D 	  	  
	  	Cell 092I07A090A 	  	  
	  	Cell 092I07A090D 	  	  
	  	Cell 092I07B071A 	  	  
	  	Cell 092I07B071D 	  	  
	  	  	  	  
	ARGIE 14 	Cell 092I07A098B 	N/A 	247.52 ha 
	  	Cell 092I07A098C 	  	  
	  	Cell 092I07A099A 	  	  
	  	Cell 092I07A099B 	  	  
	  	Cell 092I07A099C 	  	  
	  	Cell 092I07A099D 	  	  
	  	Cell 092I07A100A 	  	  
	  	Cell 092I07A100D 	  	  
	  	Cell 092I07H008B 	  	  
	  	Cell 092I07H009A 	  	  
	  	Cell 092I07H009B 	  	  
	  	Cell 092I07H010A 	  	  
	  	  	  	  
	ARGIE 15 	Cell 092I07A069B 	N/A 	165.11 ha 
	  	Cell 092I07A069C 	  	  
	  	Cell 092I07A070A 	  	  
	  	Cell 092I07A070B 	  	  
	  	Cell 092I07A070C 	  	  
	  	Cell 092I07A070D 	  	  
	  	Cell 092I07B061A 	  	  
	  	Cell 092I07B061D 	  	 







SCHEDULE 1
Page 1 of 3


 




SCHEDULE 1
Page 2 of 3


	TRANQUILO 1 
	405.334/SCRN/05 
	  	  	  
	Corner 	X 	   Y 
	1 	4687000 	2522000 
	2 	4687000 	2526000 
	3 	4685000 	2526000 
	4 	4685000 	2525000 
	5 	4676000 	2525000 
	6 	4676000 	2522000 
	  	  	  
	CAÑADON 
	405.336/SCRN/05 
	  	  	  
	Corner 	X 	   Y 
	1 	4687000 	2526000 
	2 	4687000 	2530400 
	3 	4682300 	2530400 
	4 	4682300 	2531600 
	5 	4679333.32 	2531600 
	6 	4679333.32 	2531000 
	7 	4682000 	2531000 
	8 	4682000 	2528468 
	9 	4684505 	2528468 
	10 	4684505 	2525000 
	11 	4685000 	2525000 
	12 	4685000 	2526000 
	  	  	  
	PINGUINO 
	414.409/CID/00 
	  	  	  
	Corner 	X 	   Y 
	1 	4684505 	2524968 
	2 	4684505 	2528468 
	3 	4680219 	2528468 
	4 	4680219 	2524968 
	 	 	 







SCHEDULE 1
Page 3 of 3


	TRANQUILO 2 
	405.335/SCRN/05 
	  	  	  
	Corner 	X 	   Y 
	     1 	4680219 	2525000 
	     2 	4680219 	2528468 
	     3 	4682000 	2528468 
	     4 	4682000 	2531000 
	     5 	4679333.32 	2531000 
	     6 	4679333.32 	2531600 
	     7 	4676000 	2531600 
	     8 	4676000 	2525000 







SCHEDULE 2 
Page 1 of 1

MINIMUM INSURANCE REQUIREMENTS

1. Exploration Phase

     (a) Third Party Liability
(including sudden and accidental pollution), minimum limit of indemnity
CAD5,000,000 any one event and in the aggregate for pollution/products/completed
operations.

2. Construction Phase

	 	(a) 	
      Erection/Construction All risks, based on full contract
      value and including:

	 	 	 	 
	 		(i) 	
      Strikes, Riots and Civil Commotion

	 	 	 	 
	 		(ii) 	
      Debris Removal

	 	 	 	 
	 		(iii) 	
      Extra Expenses

	 	 	 	 
	 		(iv) 	
      Extended Maintenance

	 	 	 	 
	 		(v) 	
      Third Party Liability

	 	 	 	 
	 	(b) 	
      Marine Cargo All Risks (including war) in respect of all
      critical imports



3. Operational Phase

	 	(a) 	
      Property All Risks on all assets, based on new
      replacement cost of assets

	 	 	 
	 	(b) 	
      Machinery Breakdown

	 	 	 
	 	(c) 	
      Business Interruption, including contingent business
      interruption

	 	 	 
	 	(d) 	
      Third Party Liability



4. At All Times

	 	(a) 	
      All insurances required by applicable laws and
      regulations.

	 	 	 
	 	(b) 	
      Directors’ & Officers’
Liability







SCHEDULE 3
Page 1 of 31


	 	Annual
      Environmental and Social Monitoring Report (AMR)



The following template may be supplemented with annexes as
appropriate to ensure all relevant information on project performance is
reported.

General Questions

Company Details

	Sponsor: 
	 
	Project Country: 
	Project Name: 
	IFC Project ID: 
	Sponsor authorized
      representative: 
	I certify that the data contained
      in this AMR completely and accurately represents operations during this
      reporting period. I further certify that analytical data summaries1
      are based upon data collected and analyzed in a manner consistent
      with the World Bank Group’s Pollution Prevention and Abatement
      Handbook, Monitoring. 
	 
	Signature: 	Date: 




	Reporting Period 
	AMR reporting period:






________________________
1 Raw analytical data
upon which summaries are based should not be submitted with this AMR but should
be preserved and presented to IFC upon request.




SCHEDULE 3 
Page 2 of 31

The following tables should be completed to provide IFC with
the necessary monitoring data for this reporting period. If you already
have the data requested available in another
format this can be used instead. Please provide the requested
information for all emitting points (boilers, operations, discharge points,
vents, etc.) for all locations in the units requested in the WBG guidelines as
summarized below. If you would like additional guidance on the most appropriate
ways to measure and report monitoring data, please request to IFC Annex A of
‘Guidance to Project Sponsors on the submission of the AMR’.

Add as many tables as needed to report information about all
sites.


	Site Information  





	Site ID 	Name 	Location 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







SCHEDULE 3
Page 3 of 31


	PS 1- Social and Environment
      Assessment and Management Systems




	Site ID 	 	 	 	 
	  	 	 	 	 
	Project Status2 	 	 	 	 
	  	 	 	 	 
	Formal Management 	Y____ N ____ 	Y____ N ____ 	 	 
	Systems for Environmental 	 	 	 	 
	Aspects (Y/N)3 	 Date ____ 	 Date ____ 	 	 
	  			 	 
	  	 	 	 	 
	Occupational 	Y____ N ____ 	Y____ N ____ 	 	 
	Health/Industrial safety 	 	 	 	 
	Management System (Y/N) 	Date ____	Date ____ 	 	 
	  	 	 	 	 
	ISO 14001 Certification, 	 	 	 	 
	if not already achieved, 	 	 	 	 
	please specify target date 	 	 	 	 
	  	 	 	 	 
	OSHAS 18001 	 	 	 	 
	Certification, 	 	 	 	 
	if not already achieved, 	 	 	 	 
	please specify target date 	 	 	 	 
	  	 	 	 	 
	Other 	 	 	 	 
	accreditations/Certifications 	 	 	 	 
	planned; if yes, please 	 	 	 	 
	specify kind and target date 	 	 	 	 
	  	 	 	 	 
	Details of personnel 	 	 	 	 
	dedicated to handle the 	 	 	 	 
	environment, health, 	 	 	 	 
	safety, and social aspects
      4 	 	 	 	 


________________________________

2 Indicate any development taken place in relation
to the project over the reporting period (i.e., sismic, exploration,
exploitation, expansion, closure, other (specify)

3 As needed,
provide status/date of implementation and any other relevant information

4 Include on first AMR (thereafter, only if there
are changes) an organizational diagram for environmental, health, safety and
social aspects management. Explaining reporting line




SCHEDULE 3
Page 4 of 31


	Details of the program for 	 	 	 	 
	the env., health, and safety 	 	 	 	 
	requirements for 	 	 	 	 
	contractors5 	 	 	 	 
	  	 	 	 	 
	Provide a list of the current 	 	 	 	 
	status of the env., health, 	 	 	 	 
	and safety permit/licenses 	 	 	 	 
	/audits required by the local 	 	 	 	 
	authorities 	 	 	 	 
	  	 	 	 	 
	Status of the community 	 	 	 	 
	development plans6 	 	 	 	 




	Training



Employees and contractor employees ought to be trained in
environmental, health and Safety aspects during the reporting period. List the
most relevant training activated conducted 


	Site ID 	Training Program 	Targeted Audience 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



______________________________
5 Contracts, legal
clauses, training, penalties, monitoring, etc.

6 In-preparation,
on-going




SCHEDULE 3
Page 5 of 31


	Consultation and Disclosure
      Activities 



Describe public consultation and disclosure activities to
inform communities about project activities and their risks. Describe any print
or broadcast media attention given to the project or to the company during this
reporting period. Describe in detail, interactions with non-governmental
organizations (NGOs) or public scrutiny of the Project.


	Site ID 

	Meeting
      Type7/ 
Disclosure
      
Activity 	
Date (s) 
	
Subject (s) 
	Attendees/ 
Participants
    
	
Comments 

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 





	Community Grievance and Resolutions
      Activities 



Details about the grievance process, and activities in
the last reported period


	Site ID 	Grievance Description8 	Resolutions 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



______________________________
7 Informal,
political, technical, public audience, hearing, NGOs, etc 

8 for
consumers, producers, internal staff, etc




SCHEDULE 3
Page 6 of 31



	Community Development Initiatives and/or Social Development
      Programs9 





	

Site ID 	

Project Name 	

Description 	No. 
Individuals
      
Benefited 	
Total Budget 
US$ 	

List Partners 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 





	Reporting 



Did the Company publicly report the environmental and social
performance of its operations (i.e., annual report, sustainability report, etc)?
Y ______N______(if yes, provide details and/or a copy of such publication)

____________________________
9 As needed, provide
additional information on the specific programs




SCHEDULE 3
Page 7 of 31


	PS 2- Labor and Working
      Conditions 



Provide the following information:

	Outline of Human Resources Policy including non-discriminatory, collective
  bargaining, and freedom of association
  
	Name and contact details of the Human Resources Manager/Responsible
  
	Specify how the company informs/communicates the working conditions and
  terms of employment to its employees, including employees’ entitlement to
  wages and benefits
  
	Does the company have collective bargaining agreements? If yes, provide
  copy
  
	Has any labor audit being conducted? 


	(The above information is to be provided with the first
      AMR. Thereafter, only changes need to be reported) 
	 
	Has the Company or any contractor been fined/sanctioned as
      a result from labor law or collective agreement violations? 
	Y_____ N______ If so, provide details. 
	 
	Has the company or its contractors faced labor disputed or
      unrest during reporting period? 
	Y_____ N______ If so, provide details. 
	 
	Has any labor audit been conducted? 
	Y_____ N______ If yes,    By Whom
      ________________Provide conclusions/recommendations of such audit
  




	Site ID 	 	 	 	 	 	 
	Number of direct employees 	 	 	 	 	 	 
	Number of indirect employees 	 	 	 	 	 	 
	Number of contractor employees 	 	 	 	 	 	 
	% of employees unionized 	 	 	 	 	 	 
	No. and % of employees from the local area
	 	 	 	 	 	 
	No. and % of contractor employees from the
      local area 	 	 	 	 	 	 
	No. of accidents10 11with work
      lost days - employees 	 	 	 	 	 	 



________________________________

10 Incapacity to work for at least one full work day
beyond the day on which the accident or illness occurred
11 Attach
details of accidents including type, date, causes, and corrective actions. Also
whether accident investigation was conducted




SCHEDULE 3
Page 8 of 31


	No. of accidents8 with work lost
      days - contractors 	 	 	 	 	 	 
	No. of accidents w/out work days - employees
    	 	 	 	 	 	 
	No. of accidents w/out work days -
      contractors 	 	 	 	 	 	 





	               
               For the Entire Company 	Reporting Yr 
______________
	Previous Yr 
______________
	Previous two years
      
______________

	No. of employees 	  	  	  
	No. of contractors 	  	  	  
	No. of accidents12 13with work lost days -
      employees 			
	No. of accidents8 with work lost days -
      contractors 			
	No. of accidents w/out work days - employees 			
	No. of accidents w/out work days - contractors 			
	
List the most prevalent accident types 
	  	  	  
	  	  	  
	  	  	  
	No. of incidents - employees 	  	  	  
	No. of incidents - contractors 	  	  	  
	No. vehicle accidents - employees 	  	  	  
	No. vehicle accidents - contractors 	  	  	  
	No. of fatalities14 - employees 	  	  	  
	No. of fatalities - contractors 	  	  	  



__________________________________
12 Incapacity
to work for at least one full work day beyond the day on which the accident or
illness occurred
13 Attach details of accidents including type,
date, causes, and corrective actions. Also whether accident investigation was
conducted 

14 Attach details of fatalities including date, causes, and
corrective actions. Also attach copy of the accident investigation report




SCHEDULE 3
Page 9 of 31


	Employees Grievance Program



Y _____N _______Implementation Date ______________


	Site ID 	Type of Grievances15
    	Brief Description 	Description of Resolutions 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





	Retrenchment 




	Did the Company experience a significant reduction of the
      size of its labor force during the reporting period? 
	 
	Site ID _____________ Number of Employees
    _________________



	Description of the Program
  
	  
	           
             Magnitude of the retrenchment 
	           
             Retrenchment methods and procedures 
	           
             Compliance with local labor legislation 
	           
             Compensation provided to retrenched workers
  
	           
             Assistance provided to retrenched workers,
      including outplacement services 


__________________________________________
15
through company system, national system, other.




SCHEDULE 3 
Page 10 of 31


	Employee Workplace Monitoring



Sponsors are required to monitor and record workplace
conditions (air and physical parameters which are potentially impacted by
industrial processes) throughout the reporting period. These reports are to be
submitted to IFC annually.

Sample Frequency: Quarterly

Create sufficient sections in the table for each separate
sampling point


	



Site ID16 	


Required Workplace
      Monitoring 
Parameter 	WBG/IFC 
Maximum
      
Threshold Limit 
Value (TLV-
      
TWA)17 	

Measured 
Annual Av.
      
(in IFC units) 	



Country Requirements
    
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




_____________________________
16 Specify
locations
17 TLV-TWA (Threshold Limit Value-Time Weighted
Average): The time-weighted average concentration for a conventional 8-hour
workday and a 40-hour workweek, to which nearly all workers may be exposed, day
after day, without adverse effect.




SCHEDULE 3 
Page 11 of 31


	Corrective Actions 



If any of the IFC or Host Country guideline levels in any of
the above tables are exceeded please explain the cause and, if appropriate,
describe the planned corrective actions to prevent re-occurrence.


	Parameter Exceeded 	Cause of Exceedance 	Corrective Action and Completion
      Schedule 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





	Occupational Health 



If you already have the data requested available in
different format, then this can be submitted instead


	                                                                                                                                 	 Site
      ID 	No. of Cases 	Remarks18 
	Skin diseases and disorders 	 	  	  
	Respiratory conditions due to dust or toxic
      agents 			
	Poisoning 	 	  	  
	Disorders due to physical agents 	 	  	  
	Disorders associated with repeated trauma 			
	Cancers and malignant blood diseases 	 	  	  
	Disorders due to mental stress 	 	  	  
	Noise induced hearing loss 	 	  	  
	Other illnesses and disorders 	 	  	  



_________________________________
18 Indicate
causes and actions taken




SCHEDULE 3 
Page 12 of 31


	Environmental and Social Action Plan (ESAP)
      Update 




	  	  	ACTION 	DELIVERABLE    	 	DEADLINE 	STATUS/COMMENTS 
	INTEGRATED MANAGEMENT
      SYSTEM 
	1. 	Sustainability Organization
      and Management 	•  	Provide IFC with a copy of the HSEC Policy. 	 	Signing. 	
	  	 Argentex Mining Corporation
      will: 	  	  	 	  	  
		a) 	Develop and adopt a Health, Safety,
      Environment, Community (HSEC) Policy documentation with commitments
      appropriate to the level of activities and a commitment to meet IFC
      Performance Standards. 			 		
		b) 	Disclose HSEC Policy on Argentex Mining
      Corporation's website after review and acceptance by IFC. 			 		
		c) 	Initiate formalized OHS and environmental
      incident reporting 			 		
	  	  	  	  	  	 	  	  
	2. 	 Stakeholder Engagement
      Plan 	•  	Provide SEP to IFC for review,
      approval and public disclosure. 	 	Three months after signing. 	
		Argentex Mining Corporation
      will as part of its community engagement requirement develop a Stakeholder
      Engagement Plan (SEP) commensurate with the identified impacts and risks.
      The SEP will include but not be limited to the following content: 
	  	  	 	  	  
	  	  	 	  	  
	  	  	 	At first AMR submission. 	  
	•  	Document community reporting activities in the
      Annual Monitoring Report. 	 		
	  	  	 	  	  
	  	a) 	Identification of stakeholders 	  	  	 	  	  
		b) 	Documentation of existing and planned community engagement
      with all stakeholders (i.e. communities potentially affected by project
    activities, communities indirectly affected, NGOs, governmental 			 		






SCHEDULE 3 
Page 13 of 31

			agencies, interested groups, influential parties, etc)
      following : A Good Practice Handbook for Companies Doing
      Business in Emerging Markets (May 2007). 					
		c) 	The SEP will include a description of the
      principles and procedures for negotiations and compensation for land
      acquisition and right of way. 					
	  	d) 	Grievance Mechanism. 	 	  	 	  	  
		e) 	Framework for Community Reporting: provide
      regular (at a minimum annual) feedback to local stakeholders on the
      implementation of agreed environmental and social mitigation measures
      related to impacts that could affect them. 					
		f) 	Emergency, Preparedness and Response Plan for
      local communities 					
	  	  	  	 	  	 	  	  
	3. 	Social and Environmental Impact Assessment
      Preparation 	•  	SEIA
      submitted to IFC for review prior to disclosure. 		Sixty (60) days prior to start
      of mine construction. 	
		Argentex Mining Corporation will complete and disclose (in
      accordance with IFC's disclosure policy) for a minimum period of 60 days
      a detailed SEIA prior to any substantive mine construction or development.
      The SEIA will be conducted in line with the requirements of IFC
      Performance Standards. 					






SCHEDULE 3 
Page 14 of 31

	LABOR AND WORKING
      CONDITIONS 	 
	4. 	Argentex Mining Corporation develop a
      Human Resources (HR) policy by addressing the following areas in line with
      IFC Performance Standards and host country laws and regulations: 	•  	Provide IFC with a HR policy addressing
    these sections. 	 	Within three months of subscription. 	 
		a. 	Articulate a HR policy, Document recruitment
      process; promotion procedure; freedom of association; and formalized
      grievance mechanism. 	 		 		 
		b. 	Integrate the various elements of HR policy
      into one document to be made available to staff. 	 		 		 
		c. 	Develop a grievance mechanism for staff and contractors 	 		 		 
	CULTURAL HERITAGE 	 
	5. 	Chance find procedures Develop chance find procedures outlining
      the procedures to follow in case any cultural heritage is found during the
      exploration phase. 	•  	Provide IFC with a copy of the procedures for review. 		Three months after signing. 	






SCHEDULE 3 
Page 15 of 31


	Foreseen Environmental Improvements/Initiatives for Next
      Year (List improvement Programs)19 





	PLANT ID 	 	 	 	 	 
	Environmental protection 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Energy 	 	 	 	 	 
	Resources/Consumption 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Health 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Safety 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Transport/Distribution 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Product Stewardship 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Stakeholder Dialogue 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 
	Other EHS Goals 	 	 	 	 	 
	Planned Actions 	 	 	 	 	 
	Expected Completion Date 	 	 	 	 	 
	Estimated Costs 	 	 	 	 	 



_______________________________
19 Include
attachments, as needed, detailing the nature of the programs




SCHEDULE 3 
Page 16 of 31


	PS 3 - Pollution Prevention and
      Abatement 





	General Environment





	SITE ID 	 	 	 	 
	TOTAL PRODUCTION 	 	 	 	 
	Current Year (tn) 	 	 	 	 
	Previous Year (tn) 	 	 	 	 
	INPUTS 	 	 	 	 
	Electricity consumption (total) in GJ 	 	 	 	 
	own generation 	 	 	 	 
	purchased 	 	 	 	 
	sold 	 	 	 	 
	Steam consumption (total) 	 	 	 	 
	own generation 	 	 	 	 
	purchased 	 	 	 	 
	sold 	 	 	 	 
	Total Energy Consumption 	 	 	 	 
	Energy consumption per production unit in GJ/kg (Total
      energy consumption divided by total production) 				
	Water Consumption in m3
      or equiv. 	 	 	 	 
	Municipal water consumption 	 	 	 	 
	Ground water consumption 	 	 	 	 
	Other water source consumption (river/sea/bought, etc) 	 	 	 	 
	Water consumption per production unit in m3
      /kg (Total water consumption divided by total
      production) 				
	Total Fuel Consumption by total 	 	 	 	 
	production (units) 	 	 	 	 
	Type _____________	 	 	 	 
	Type _____________	 	 	 	 
	GREEN HOUSE GASES20
      (mg/Nm3) 	 	 	 	 
	CO2 	 	 	 	 
	N2O 	 	 	 	 
	SF6 	 	 	 	 
	HFCs/PFCs 	 	 	 	 
	CH4 	 	 	 	 
	SOLID WASTE GENERATION REDUCTION in Kg
  



______________________________
20 From process
plus energy consumed (power, electric, etc.)




SCHEDULE 3
Page 17 of 31


	Hazardous Wastes Generated 	 	 	 	 
	Hazardous wastes reused/recycled (on/off-site) 	 	 	 	 
	Non-hazardous Wastes Generated 	 	 	 	 
	Non-hazardous wastes reused/recycled (on/off-site) 	 	 	 	 





	Ambient Air Quality Monitoring



Sponsors are required to collect representative samples of
ambient air at an agreed number of locations outside the property boundary
fence, submit collected samples for analysis and report the results to IFC. 


	  	 	Site ID 	  
	Parameter 	Unit
      s	 	 	 	 	 	 	           
       IFC Requirement
	Site ID 	  	 	 	 	 	 	 	  
	Particulate Matter21 	μg/m 3 							50 μg/m3 
	Particulate Matter22 
	μg/m 3 
	
	
	
	
	
	
	70 μg/m3 

	NOx23 
	μg/m 3 
	
	
	
	
	
	
	150μg/m3 

	SO224 
	μg/m 3 
	
	
	
	
	
	
	50μg/m3






_____________________________
21 Annual
arithmetic mean
 22 Max. 24-hr average 
23 Max 24-hr
average 
24 Annual arithmetic mean




SCHEDULE 3 
Page 18 of 31


	Liquid Effluent Discharges



Sponsors are required to collect representative samples of
liquid effluent discharges to surface waters at an agreed frequency, submit
these samples for laboratory analysis and report the results to IFC. Individual
samples and individual reports are required for each surface water discharge
point (e.g. sanitary waste, process effluent, and contaminated storm water).



	
Site ID 	Type of
      
Discharge25 	
Treatment Type 	Final Disposal for Liquid
      Effluents26 
(e.g. river, municipal system,
      sea) 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



__________________________________________
25
domestic, rinsing waters process, storm waters, etc
26 if
discharged into a municipal system please confirm the level of treatment
provided




SCHEDULE 3 
Page 19 of 31


	Liquid Effluent Monitoring





	  	Site ID 	  
	
Parameter 	
	
	
	
	
	
	
	IFC 

    Requirement 
	pH 	  	 	 	 	 	 	 	6-9 
	Biochemical oxygen demand (BOD5) 								50 mg/L 
	Chemical oxygen demand (COD) 								250 mg/L 
	Total suspended solids (TSS) 								50 mg/L 
	Oil and grease 	  	 	 	 	 	 	 	10 mg/L 
	Chlorine 	  	 	 	 	 	 	 	  
	Iron 	  	 	 	 	 	 	 	  
	Total metals 	  	 	 	 	 	 	 	10 mg/L 
	Ammonia 	  	 	 	 	 	 	 	  
	Phenols 	  	 	 	 	 	 	 	  
	Sulfides 	  	 	 	 	 	 	 	  
	Coliforms 	  	 	 	 	 	 	 	400 MPN/100 ml 
	Ambient temperature of receiving waters at edge of zone
      where mixing with effluent takes place (if not defined, 100 meters from
      discharge point). 	0C 							[ ] 30 C (maximum increase is
      30 C) 
	Other 	  	 	 	 	 	 	 	  







SCHEDULE 3 
Page 20 of 31


	Ambient Noise Monitoring



Sponsors are required to monitor ambient noise at an agreed
number of representative receptors immediately outside the property boundary and
report the results to IFC annually. Ambient noise monitoring must take place
while the facility is operating. Create sufficient sections in the table for
each separate receptor by copying and pasting the sections.


	Ambient Noise Parameters 
	WBG/IFC 
Requirements 	Country Requirements 

	Residential, institutional, educational receptors,
      
Daytime (07:00-22:00 hours) 
	
Leq (hourly), 55 
dB(A) 	


	Residential, institutional, educational receptors,
      
Nighttime (22:00-07:00 hours) 
	
Leq (hourly), 45 
dB(A) 	


	Industrial, commercial receptors 
Daytime (07:00-22:00
      hours) 
	
Leq (hourly), 70 
dB(A) 	


	Industrial, commercial receptors, Nighttime
      
(22:00-07:00 hours) 
	
Leq (hourly), 70 
dB(A) 	







	
Site ID27 	Residential/Institutional
      
Daytime 	Residential/Institutional
      
Nighttime 	Ind./Commercial 
Daytime 	Ind./Commercial 
Nighttime
    
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



___________________________________
27 As needed
indicate, the various locations where samplings have been taken




SCHEDULE 3 
Page 21 of 31


	Corrective Actions 



If any of the World Bank Group or Host Country guideline levels
in any of the above tables are exceeded please explain the cause and, if
appropriate, describe the planned corrective actions to prevent
re-occurrence.


	Site ID 
	Parameter
      
Exceeded 	Cause of Exceedance
    
	Corrective Action and Completion
      Schedule 

	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





	Hazardous Materials 



Sponsors are required to monitor and record the amounts, types
and storage methods of all hazardous materials used throughout the reporting
period for the company and any contractors. These reports are to be submitted to
IFC annually.


	Site ID 
	Type 
	Annual Amount
      Stored/Used 	Storage Method 

	Present Yr 	   Previous Yr
    
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







SCHEDULE 3 
Page 22 of 31


	Solid Waste 



Sponsors are required to monitor and record the amounts, types
and final disposal of all solid wastes generated throughout the reporting period
for both the company and any contractors. These reports are to be submitted to
IFC annually.


	Site ID 	Type 	Annual Amount
      Generated 	Storage Method and/or 	Disposal Method29
  
	  	  	Present Yr 	Previous Yr 	Treatment28 	  
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



________________________________________
28 How
collected waste is stored on site (e.g., drums, bins, etc.) and treatment
rendered (i.e., solidification, destruction, etc.)
29 Name and
location of disposal facility used, if sold, name and type of business
purchaser, disposal method (landfill, reuse, incineration, etc.)




SCHEDULE 3 
Page 23 of 31


	Industrial Safety Monitoring



Site ID _____________Repeat as needed to include all
sites


	
Activities 
	Mandatory 
Frequency 
	Date(s) 
Performed 
	Observed
      Deficiencies30 

	Corrective Actions and 
Schedule
      For 
Implementation31 
	Emergency Response 
Drills 
Type32
      ______________	Min: three 
(3)/year 
	

	

	


	Inspection and 
certification of fire 
detection and
      
suppression electrical 
and mechanical systems 	

Min: 
one (1)/year 
	



	



	




	Portable fire extinguisher 
inspection,
      
refilling/recharging 	
Min: 
two (2) /year 	

	

	


	Internal emergency 
response drills 
	Min: one 
(1)/year 
	

	

	


	Number of Units with Ozone Depleting Substances
      (ODS)33 __________________

Units replaced in reporting
      year ____________________



___________________________________
30 Attach
supporting information as needed to fully describe observed
deficiencies.
31 Attach supporting information as needed to fully
describe corrective actions and implementation.

32 Fire, leak,
etc.

33 CFCs, HCFs, halon




SCHEDULE 3 
Page 24 of 31


	Provide list of additional safety prevention measured
      implemented 








	Sustainability Initiatives



Sponsors are encouraged to monitor and record sustainable
initiatives implemented throughout the reporting period for the company. These
reports are to be submitted to IFC annually.


	Site ID 	Waste Minimization 	Pollution Prevention 	Energy Savings 	Others 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







SCHEDULE 3 
Page 25 of 31


	Sustainability/Efficiency Performance Indicators
      Monitoring 





	Please include performance indicators selected to
      assess operational performance (i.e.,
      amount of water/production unit, power
      usage/production unit, insurance costs/employee training, etc.
      











SCHEDULE 3 
Page 26 of 31


	PS 4 - Community, Health, Safety and
      Security 





	Emergency Response Drills



Repeat this section as many sites as drills were conducted

Site ID ________________________date ____________________


	Emergency response drills ---- Parties involved:
      

  Community Y _______ N
      ________          Fire Dept Y
      _______ N ________ 
  Hospital Y _______ N
      ________           Others
      _______ _______


List recommendations/improvement actions
  







SCHEDULE 3 
Page 27 of 31


	Private/Public Security Forces





	
Site ID 	Private
      
	Training 
	Incidents with
      community 
or employees34 

	                                                       	N 	Y 	N 	 Y 	Y 	N 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



____________________________
34 Provide details
(incident, corrective actions, etc.)




SCHEDULE 3 
Page 28 of 31


	Transportation 





	Site ID
    	Road – Trucks,
      Cisterns, etc 
	

	
Own

	
Contracted 
	No. of daily 

trucks 	Distance Traveled
      

	
Area Traveled
      35 

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



_______________________________________
35 Rural,
urban, populated, etc




SCHEDULE 3 
Page 29 of 31


	Occupational Health and Safety for both Company and
      Contractors 



During this reporting period, have there been incidents which
have (1) caused environmental damage, (2) caused human health or life damage
and/or (3) attracted the attention of outside parties? The table below provides
some examples. Please describe any such incidents, attach photographs,
newspaper articles or any other relevant supporting information

Site ID ____________________________Date of Occurrence
_______________________


	Incident36 	Yes
    	No 
	Fire 	  	  
	Chemical or oil spill 	  	  
	Pollution release to air 	  	  
	Pollution release to water 	  	  
	Pollution release to soil/groundwater 	  	  
	Damage to, or destruction of natural habitats (e.g.,
      drainage of wetlands, land clearance, significant erosion) 	  	  
	Complaints from Government regulatory authorities 	  	  
	Complaints from the local community 	  	  
	Fatalities or serious injury 	  	  
	Legal action 	  	  
	Fines, penalties or increased permit charges 	  	  
	Negative media, special interest group or NGO
      attention 
	“Chance finds” of cultural property on site
      (e.g., excavation/construction and relates to archaeological remains,
      etc.) 
	Transport related accident 
	Other (please specify)




_____________________________________
36 For
each incident, please provide date, description of event, actions taken
and actual or estimated cost of repair or clean up




SCHEDULE 3 
Page 30 of 31


	PS 5 - Land Acquisition and
      Involuntary Resettlement 



Please note that the company should abstain from engaging in
any activities that will directly or indirectly result in the resettlement of
individuals or business until the Company has submitted to IFC, and IFC has
approved, a specific Resettlement Action Plan to deal with such situation in
compliance with IFC’s PS 5


	


Site ID 
	           Area
      (m2 or Ha) 	
Prior land use
      37


	
No. of affected
      
properties 
	
No. of relocated
      
families 
	No. of affected
      
families whose 
livelihood is land- 
based
      	No. of families that
      
received in-kind 
compensation 
	No. of families that
      
received 
replacement 
property 
	

Purchased 
	

Easements or 
right of
      way 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



	EHS and Social Capital Investment Expenses in US$
    



	 	 	 	 	 	 Total 
	Site ID 	 	 	 	 	 
	Environmental Programs 	 	 	 	 	 
	Occupat. Health Programs 	 	 	 	 	 
	Industrial Safety Programs 	 	 	 	 	 
	Social Programs 	 	 	 	 	 
	Total 	 	 	 	 	 



_________________________________
37 Residential,
commercial, agricultural




SCHEDULE 3 
Page 31 of 31


	Feedback



Please use this section of the report to give us
feedback.


	[  ]

[  ]

[  ]
	Do you understand the environmental
      requirements of IFC, or do you need additional assistance (e.g.,
      training)? 

How could we improve our support to you? Please
      provide suggestions. 

If you contacted IFC during this
      reporting period for assistance, did you receive a satisfactory response?
      If no, please detail the reasons 
why and suggest ways to
      improve information exchange and interactions with IFC professionals.
    







SCHEDULE 4
Page 1 of 2

ENVIRONMENTAL AND SOCIAL ACTION PLAN 


 




SCHEDULE 4
Page 2 of 2


 




SCHEDULE 5 
Page 1 of 1

FORM OF ANNUAL REVENUE DISCLOSURE

(SPECIFY CURRENCY IF NOT US$)


	

Type of Payment 	
National 
Government 	Local Government (insert further
      
columns when more than one 
region/province/state are
      involved) 	

Total 
	
Royalties 
	

	

	


	License Payments and Fees 
(other than routine nominal
      
administrative fees). 
	


	


	



	Profits/income Tax 
	
	
	

	Other fiscal benefits to 
government (specify) 
	

	

	


	Totals 	  	  	  







SCHEDULE 6 
Page 1 of 1

     SCHEDULE 6
 PROHIBITED
ACTIVITIES

	
  Production or activities involving harmful or exploitative forms of forced
  labour/harmful child labor (where “forced labor” means all work or service,
  not voluntarily performed, that is extracted from an individual under threat
  of force or penalty and “harmful child labor” means the employment of children
  that is economically exploitive, or is likely to be hazardous to, or to
  interfere with, the child’s education, or to be harmful to the child’s health,
  or physical, mental, spiritual, moral, or social development). 

  
	
  Production or trade in any product or activity deemed illegal under host
  country laws or regulations or international conventions and agreements. 

  
	
  Production or trade in weapons and munitions (these activities are
  prohibited only if a portfolio company is substantially involved in such
  activities, i.e. the activity is not considered ancillary to such portfolio
  Company’s primary operations). 

  
	
  Production or trade in alcoholic beverages (excluding beer and wine). 

  
	
  Production or trade in tobacco. 

  
	
  Gambling, casinos and equivalent enterprises. 

  
	
  Trade in wildlife or wildlife products regulated under Convention on
  International Trade in Endangered Species of Wild Fauna and Flora. 

  
	
  Production or trade in radioactive materials (this does not apply to the
  purchase of medical equipment, quality control (measurement) equipment and any
  equipment where IFC considers the radioactive source to be trivial and/or
  adequately shielded). 

  
	
  Production or trade in or use of unbonded asbestos fibers (this does not
  apply to the purchase and use of bonded asbestos cement sheeting where the
  asbestos content is <20%). 

  
	
  Commercial logging operations or the purchase of logging equipment for use
  in primary tropical moist forest (prohibited by the Forestry policy). 

  
	
  Production or trade in products containing PCBs (PCBs: Polychlorinated
  biphenyls – a group of highly toxic chemicals. PCBs are likely to be found in
  oil-filled electrical transformers, capacitators and switchgear dating from
  1950-1985). 

  
	
  Production or trade in pharmaceuticals subject to international phase outs
  or bans. 

  
	
  Production or trade in pesticides/herbicides subject to international phase
  out. 

  
	
  Production or trade in ozone depleting substances subject to international
  phase out (Ozone Depleting Substances (ODSs): Chemical compounds which react
  with and deplete ozone, resulting in the widely publicized ‘ozone holes’. The
  Montreal Protocol lists ODSs and their target reduction and phase out dates.
  

  
	
  Drift net fishing in the marine environment using nets in excess of 2.5 km
  in length. 






SCHEDULE 7 
Page 1 of 1

SCHEDULE 7

DEVELOPMENT IMPACT TRACKING SHEET

	Development Impact Tracking    Sheet:  ARGENTEX MINING CORPORATION
	Client Fiscal Year Annual Figure
	Source of Data

	 
	 
	 

	ECONOMIC    INDICATORS
      
	# of direct employees of the company*
	 
	 

	              of which male (#)
	 
	 

	              of which female (#)
	 
	 

	Total taxes and other payments to govt (US$M)
	 
	 

	National purchase of goods and services (US$M) 
	 
	 

	           of    which amount (US$M) procured from local communities
	 
	 

	ENVIRONMENTAL & SOCIAL
      
	Community development outlays (US$)
	 
	 

	PRIVATE SECTOR DEVELOPMENT IMPACTS 
      
	Corporate Governance: Improving Board Structure and    Function (Y/N) 
	 
	 

	# of independent Board members
	 
	 

	# of female Board members
	 
	 

	% and # of women that are in top management positions
	 
	 

	Linkages program (Yes/No)
	 
	 

	# of female-owned businesses supported (as part of    Linkages program)
	 
	 

	* includes contractors that are working on-site on a    practically permanent basis
	 
	 



* includes contractors that are working on-site on a practically
permanent basis




SCHEDULE 8 
Page 1 of 1

SCHEDULE 8

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached.

This U.S. Accredited Investor Status Certificate is for use by
each Subscriber that has indicated an interest in purchasing Units of Argentex
Mining Corporation (the “Corporation”). The purpose of this U.S. Accredited
Investor Status Certificate is to assure the Corporation that each Subscriber
will meet the standards imposed by the 1933 Act and the appropriate exemptions
of applicable state securities laws. The Corporation will rely on the
information contained in this U.S. Accredited Investor Status Certificate for
the purposes of such determination. This U.S. Accredited Investor Status
Questionnaire is not an offer of the Units or any other securities of the
Corporation in any state other than those specifically authorized by the
Corporation.

The undersigned Subscriber hereby represents, warrants and
certifies to the Corporation, the Agent and the U.S. Affiliate, as an integral
part of the attached Subscription Agreement, that the Subscriber satisfies, and
at Closing will satisfy, one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if
any, of an “Accredited Investor” which the Subscriber satisfies.)

	__________	An organization described in Section 501(c)(3)
      of the United States Internal Revenue Code, a corporation, a Massachusetts
      or similar business trust or partnership, not formed for the specific
      purpose of acquiring the Units, with total assets in excess of
      US$5,000,000. 
	 	  
	__________	A “bank” as defined under Section (3)(a)(2) of
      the 1933 Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      Corporation as defined in Section 2(13) of the 1933 Act; an investment
      Corporation registered under the Investment Corporation Act of 1940
      (United States) or a business development Corporation as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Corporation
      licensed by the U.S. Small Business Administration under Section 301(c) or
      (d) of the Small Business Investment Act of 1958 (United States); a
      plan with total assets in excess of US$5,000,000 established and
      maintained by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United
      States) whose investment decisions are made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings and
      loan association, insurance Corporation or registered investment adviser,
      or if the employee benefit plan has total assets in excess of
      US$5,000,000, or, if a self-directed plan, whose investment decisions are
      made solely by persons that are accredited investors. 
	 	  
	__________	A private business development Corporation as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 
	 	  
	__________	A trust with total assets in excess of
      US$5,000,000, not formed for the specific purpose of acquiring the Units,
      whose purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act. 






SCHEDULE 8 
Page 2 of 2

Note that the prospective Subscriber claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the
Corporation with a balance sheet, prior years’ federal income tax returns or
other appropriate documentation to verify and substantiate the Subscriber’s
status as an Accredited Investor.

The Subscriber hereby certifies that the information contained
in this U.S. Accredited Investor Status Certificate is complete and accurate and
the Subscriber will notify the Corporation promptly of any change in any such
information. If this U.S. Accredited Investor Status Certificate is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the Subscriber represents that it has the authority to
execute and deliver this U.S. Accredited Investor Status Certificate on behalf
of such entity.

IN WITNESS WHEREOF, the undersigned has executed this U.S.
Accredited Investor Status Certificate as of ______________________, 2010.

 

	Print of Type Name of Entity 	 
	 	 
	 	 
	Signature of Authorized Signatory 	 
	 	 
	 	 
	Type of Entity 	 






SCHEDULE 9 

Page 1 of 1

FORM OF UNDERTAKING

•, 2010 
Attention: Ken Hicks,

                  
President

Argentex Mining Corporation 
602-1112 West Pender Street,

Vancouver, British Columbia 
V6E 2S1, Canada

Dear Mr. Hicks:

	 	Re: 	Argentex Mining Corporation (the
      “Company”) 
	 	  	Private Placement of 10,804,706 Units
      UNDERTAKING 


     We refer to an equity and warrant
subscription agreement dated •, 2010 between the Company and International
Finance Corporation (“IFC”) pursuant to which IFC agreed to subscribe for
10,804,706 Units of the Company, announced by news release dated June 1,
2010.

     IFC hereby undertakes to not
exercise the common stock purchase warrants (the “Warrants”) forming part
of the Units, in whole or in part, and the Company undertakes that it shall not
give effect to any such exercise of the Warrants, if, after giving effect to
such exercise, IFC, together with any person or company acting jointly or in
concert with IFC (the “Joint Actors”) would in the aggregate beneficially
own, or exercise control or direction over that number of issued and outstanding
voting securities of the Company which is twenty percent (20%) or more of the
total issued and outstanding voting securities of the Company, immediately after
giving effect to such exercise. This undertaking will be of no force and effect
and will terminate immediately after IFC sells any voting securities and/or if
the Company issues any additional voting securities of the Company which results
in IFC and its Joint Actors in the aggregate beneficially owning, or exercising
control or direction over that number of issued and outstanding voting
securities of the Company which represents less than twenty percent (20%) of the
total issued and outstanding voting securities of the Company at that time
(calculated on the basis that any outstanding Warrants held by IFC had been
exercised by IFC in full).

	 	Yours truly, 
	 	 
	 	International Finance Corporation 
	 	 
	 	per: 
	 	 
	 	Signature of Authorized Signatory 
	 	 
	 	 
	 	Name (please print)







SCHEDULE 9 
Page 2 of 2

For the purposes of enabling IFC to monitor compliance with the
above undertaking, if requested to do so by IFC, the Company will provide IFC
with written confirmation of the number of issued and outstanding voting
securities of the Company as of a date specified by IFC. The Company hereby
undertakes to provide IFC with the written confirmation as soon as reasonably
possible, but no later than two (2) business days after receiving IFC’s
request.

	 	Argentex Mining Corporation 
	 	 
	 	per:
    
	 	  
	 	 
	 	Signature of Authorized Signatory 
	 	•
	 	Name (please print)