Argentex Mining Corporation - Exhibit 4.15 - Filed by newsfilecorp.com






ARGENTEX MINING CORPORATION 

SUBSCRIPTION AGREEMENT 

UNITS 

 

 

 

INSTRUCTIONS TO PURCHASER 

1.          
Complete and sign pages 2, 3 and 4 of the Subscription Agreement. 

2.         
 If you are not an individual (that is, the Subscriber is a corporation,
partnership, trust or entity other than an individual) or you are a portfolio
manager, and (i) you now hold or will hold upon completion of the Offering (as
defined herein) more than five percent (5%) of the issued and outstanding common
shares of the Company; or (ii) you are, or will upon completion of the Offering
be, an Insider (as defined herein), then complete and sign the “Corporate Placee
Registration Form” (Form 4C) which is attached as Schedule “A” to the
Subscription Agreement. If you have previously submitted this form to the TSX
Venture Exchange and there have been no changes to its content then please check
the box to that effect on page 4. 




THE SECURITIES SUBSCRIBED FOR HEREIN WILL BE SUBJECT TO A
HOLD PERIOD UNDER THE APPLICABLE SECURITIES LAWS OF THE SELLING JURISDICTIONS IN
CANADA OF FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE (AS DEFINED IN THIS
SUBSCRIPTION AGREEMENT) AND THE CERTIFICATES EVIDENCING THE SECURITIES WILL BEAR
A LEGEND TO THAT EFFECT, AS APPLICABLE. CONSEQUENTLY, THE SECURITIES MAY ONLY BE
RESOLD DURING SUCH PERIOD IN ACCORDANCE WITH APPROPRIATE STATUTORY EXEMPTIONS
FROM THE PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES LAWS OF THE
SELLING JURISDICTIONS IN CANADA OR IF APPROPRIATE CONSENTS OR DISCRETIONARY
ORDERS HAVE BEEN OBTAINED. 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE 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. 

SUBSCRIPTION FOR UNITS 

	TO: 	ARGENTEX MINING CORPORATION (the
      “Company”) 


                     
            
    The undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase 8,632,000 units (the
“Units”) of the Company at a price of CDN$0.2882 per Unit on the terms
and conditions set out herein (the “Offering”). Each Unit shall consist
of one (1) common share in the capital of the Company (each a “Share”)
and one-half (1⁄2) of one common share purchase warrant (each whole warrant, a
“Warrant”). Each whole Warrant shall entitle the holder to purchase one
Share (a “Warrant Share”) at a price of CDN$0.40 per Warrant Share for a
period of five years following the Closing Date (as defined below). 

                                       The
Units are immediately severable into their constituent Shares and Warrants upon
issuance. The Shares and Warrants comprising the Units and the Warrant Shares
may hereinafter be collectively referred to as the “Securities.” 




- 2 - 


	Subscriber Information 	 	Units to be Purchased 
	 	 	  
	Austral Gold Limited ACN 075 860 472 	 	Number of Units: 8,632,000 x
      $0.2882 = C$2,487,742.40 (the “Subscription
      Price”) 
	 	 	 
	 	 	 
	/s/Nicolas Bendersky 	 	  
	(Signature of Authorized Signatory) 	 	  
	 	 	 
	/s/Pablo Vergara Del Carril 	 	  
	(Signature of Authorized Signatory) 	 	  
	 	 	 
	Nicolas Bendersky and Pablo Vergara Del Carril 	 	  
	(Name and Title of Authorized Signatories) 	 	  
	 	 	  
	 	 	Register the Shares and Warrants as set forth
      below: 
	 	 	 
	(Tax Identification Number of the Subscriber) 	 	Austral Gold Limited ACN 075 860 472 
	 	 	(Name to Appear on the Share and Warrant
      Certificates) 
	 	 	 
	Level 2, 80 William Street, 	 	  
	(Subscriber’s Address, including city and Postal Code) 	 	N/A 
	 	 	(Account Reference, if applicable)
  
	Sydney, New South Wales 2011 Australia 	 	
	 	 	  
	 	 	Level 2, 80 William Street, Level 2, 80 William
      Street, 
	(Telephone
      Number)                                                            
      (Email Address) 	 	(Address, including Postal Code) 
	 	 	 
	 	 	 
	 	 	Deliver the Shares and Warrants as set forth
      below: 
	 	 	 
	 	 	c/o Zang, Bergel & Vines Abogados, Attention
      Pablo Vergara Del Carril 
	 	 	(Attention - Name) 
	 	 	 
	 	 	  
	 	 	(Account Reference, if applicable) 
	 	 	 
	 	 	Florida 537 piso 18°, C1005AAK Buenos Aires,
      Argentina 
	 	 	(Address, including Postal Code) 
	 	 	 
	 	 	+54 11 5166-7000 
	 	 	(Telephone Number) 
	 	 	 
	
       

       
	 	 
	 	 	 







- 3 - 

Note: The Subscriber must either be:

	(a) 	
      purchasing the Securities offered hereunder as principal
      or

	 	 	 
	(b) 	
      deemed to be purchasing such Securities as principal, by
      virtue of being:

	 	 	 
		(i) 	
      a trust company or trust corporation described in
      paragraph (16) of the definition of “accredited investor” in Schedule “A”
      (other than a trust company or trust corporation registered under the laws
      of Prince Edward Island that is not registered or authorized under the
      Trust and Loan Companies Act (Canada) or under comparable legislation in
      another jurisdiction of Canada) (and, if a U.S. Person, a trust as
      described in Schedule “B”); or

	 	 	 
		(ii) 	
      a person described in paragraph (17) of the definition of
      “accredited investor” in Schedule “A”.



Present Ownership of Securities 

The Subscriber beneficially owns 515,500 Shares and -0-
convertible securities that would entitle the Subscriber to acquire additional
Shares. 

Insider Status

The Subscriber either [check appropriate box]:


	[   ]	is an “Insider” of the Company as
      defined in the Policies of the TSX Venture Exchange (the
      “Exchange”); or 
	 	  
	[   ]	is not an Insider of the Company.
    


“Insider” means: 

	 	(a) 	
      a director or senior officer of the Company;

	 	 	 
	 	(b) 	
      a director or senior officer of a company that is an
      Insider or subsidiary of the Company;

	 	 	 
	 	(c) 	
      a person that beneficially owns or controls, directly or
      indirectly, Shares carrying more than 10% of the voting rights attached to
      all outstanding Shares; or

	 	 	 
	 	(d) 	
      the Company itself if it holds any of its own
      securities.



Corporate Placee Form 

If you are not an individual (that is, the Subscriber is a
corporation, partnership, trust or entity other than an individual) or you are a
portfolio manager, and (i) you now hold or will hold upon completion of the
Offering more than five percent (5%) of the issued and outstanding Shares; or
(ii) you are, or will upon completion of the Offering be, an Insider, then
complete and sign the “Corporate Placee Registration Form” (Form 4C) which is
attached as Schedule “A” to the Subscription Agreement. If you have previously
submitted this form to the TSX Venture Exchange and there have been no changes
to its content then please check the applicable box to that effect below
[check appropriate box]:

	[   ]	
      has a current Corporate Placee Registration Form on file
      with the Exchange; or 

	 	
       

	[   ]	
      has completed and returned with this Subscription
      Agreement a duly executed Corporate Placee Registration Form (Schedule “A”
      to this Subscription Agreement). 







- 4 - 

This subscription is accepted by the Company this 2nd
day of July 2013. 

 

ARGENTEX MINING CORPORATION 

 

	Per: 	/s/ Mike Brown 	 
	  	Authorized Signatory 	 


THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK 




- 5 - 

1.         
Defined Terms.

In addition to the terms defined throughout this Subscription
Agreement, the following capitalized terms used in this Subscription Agreement
have the following meanings: 

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

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

“Affiliate” means:

	 	(ii) 	
      In the case of the Subscriber, Eduardo Sergio Elsztain
      and any corporation which is directly or indirectly controlled by Eduardo
      Sergio Elsztain;

	 	 	 	 
	 	(ii) 	
      any corporation which is directly or indirectly
      Controlled by a party to this Subscription Agreement, and

	 	 	 	 
	 	(ii) 	
      if a party is a corporation, “Affiliate” also
    means:

	 	 	 	 
	 		A. 	
      any Person which Controls that party, and

	 	 	 	 
	 		B. 	
      any Person which is directly or indirectly Controlled by
      a Person which Controls that party;



“Austral Argentina” means Austral Gold Argentina S.A., a
subsidiary of the Subscriber formed in Argentina; 

“Argentina”, means the Republic of Argentina, where the
Company owns its main asset. 

“beneficial ownership” has the meaning attributed to it
by Rule 13d-3 adopted by the SEC under the 1934 Act; 

“beneficial purchaser” means a person for whom the
Subscriber is acting in purchasing the Units who will be the beneficial owner of
the Securities within the meaning attributed to it by Rule 13d-3 adopted by the
SEC under the 1934 Act; 

“BC Act” means the Securities Act (British
Columbia);

“Business Day” means any day, other than a Saturday or
Sunday, or bank holiday in Vancouver (Canada) and in New South Wales, Australia,
and the Jewish holidays of Pesach 1st day, Pesach 2nd day, Pesach 7th day,
Pesach 8th day, Shavuot, Shavuot (yizcor), Rosh Hashanah, Yom Kippur, Sucot,
Shemini Atzeret and Simjat Torá, all as shown on an annual calendar to be
provided by the Subscriber to the Company on or before the beginning of each
calendar year during which any of the Warrants are outstanding; 

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

“Closing Date” means July 2, 2013, or such other date as
may be agreed to by the Subscriber and the Company; 

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


“Commissions” has the meaning ascribed thereto in
Section 15 of this Subscription Agreement;

“Consolidated Subsidiary” has the meaning ascribed
thereto in Section 8(k) of this Subscription Agreement; 




- 6 - 

“Control” means: 

	 	(ii) 	
      the right to exercise a sufficient number of votes which
      may be cast at a general meeting of the shareholders of the Company as to
      affect materially the control of the Company, or

	 	 	 
	 	(ii) 	
      each person in a combination of persons, acting in
      concert by virtue of an agreement, arrangement, commitment or
      understanding, which holds in total a sufficient number of the voting
      rights attached to all outstanding voting securities of an issuer to
      affect materially the control of the Company,

	 	 	 
	 	and the words “Controlled”,
“Controlling” and similar words have corresponding meanings, all as contemplated
by the Securities Act (British Columbia); 


“Company” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; 

“Convertible Debenture” means the Convertible Debenture
subscribed for and sold to Austral Argentina pursuant to the Subscription
Offer;

“Environmental Laws” has the meaning ascribed thereto in
Section 8(j) of this Subscription Agreement; 

“Exchange” has the meaning ascribed thereto on page 4 of
this Subscription Agreement; 

“International Jurisdiction” has the meaning ascribed
thereto in Section 6(g)(i) of this Subscription Agreement; 

“Investment Agreement” means that certain Investment
Agreement between the Company, Austral Argentina and the Subscriber dated of
even date with this Agreement; 

“Material Adverse Effect” has the meaning ascribed
thereto in Section 8(k) of this Subscription Agreement;

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

“Offering” has the meaning ascribed thereto on page 1 of
this Subscription Agreement;

“OTCQB” means the over the counter market operated by
the OTC Markets Inc.; 

“PCMLTFA” has the meaning ascribed thereto in Section 5
of this Subscription Agreement; 

“Public Record” means the registration statements,
prospectuses, annual reports, quarterly reports, proxy statements, current
reports, press releases and any other documents or reports filed by the Company
on SEDAR or with the SEC on EDGAR during the 24 months preceding the date
hereof; 

“Regulation D” means Regulation D adopted by the SEC
under the 1933 Act; 

“Regulation S” means Regulation S adopted by the SEC
under the 1933 Act; 

“SCRN Financial Statements” means the unaudited
financial statements for the Argentine branch of SCRN Properties Ltd, the
wholly-owned subsidiary of the Company, for the period ended December 31, 2012,
prepared by management, a copy of which has previously been provided by the
Company to the Subscriber; 

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

“Second Anniversary” means 5:00 o’clock p.m. Vancouver
time on the second anniversary of the Closing Date;

“Securities” has the meaning ascribed thereto on page 1
of this Subscription Agreement; 




- 7 - 

“Securities Laws” means the securities laws,
regulations, rules, rulings and orders and the blanket rulings and policies and
written interpretations of, and multilateral or national instruments adopted by,
the Securities Regulators and the policies and rules of any applicable stock
exchange or quotation or stock reporting system, including the Exchange and the
OTCQB; 

“Securities Regulators” means the securities commissions
or other securities regulatory authorities in the United States, all of the
Provinces of Canada (except Quebec) and the International Jurisdiction as the
context so requires; 

“Selling Jurisdictions” means the Province of British
Columbia, Canada, and the International Jurisdiction;

 “Shares” has the
  meaning ascribed thereto on page 1 of this Subscription Agreement;  

“Subscriber” has the meaning ascribed thereto on page 1 of this
  Subscription Agreement; 

“Subscription Agreement” means this subscription
agreement and the schedules attached hereto, as the same may be amended or
supplemented from time-to-time;

“Subscription Offer” means the Subscription Offer
whereby Austral Argentina offered to purchase, and the acceptance letter whereby
the Company accepted that offer to purchase: (i) the Convertible Debenture in
the face amount of U.S.$2,300,000, and (ii) 242,824 Units at a price of $0.2882
per Unit, all on the terms and conditions set out therein; 

“Subscription Price” has the meaning ascribed thereto on
page 2 of this Subscription Agreement; 

“Term Sheet” means the term sheet between the Subscriber
and the Company dated for reference March 22, 2013, as the same may be amended
or supplemented by this Subscription Agreement; 

”Units” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; 

“United States” means the United States, as
  that term is defined in Rule 902 of Regulation S;

 “U.S. Accredited
    Investor” means an “accredited investor” as defined in Rule 501 of
  Regulation D; 

“U.S. Person” means a U.S. person as that term is defined
  in Rule 902 of Regulation S; 

“U.S. Subscriber” means (a) any person purchasing the
Units in the United States, (b) any U.S. Person, (c) any person purchasing the
Units on behalf of any person in the United States or any U.S. Person, (d) any
person that receives or received an offer for the Units while in the United
States, or (e) any person that is in the United States at the time the buy order
was made or this Subscription Agreement was executed;

“Warrant” has the meaning ascribed thereto on page 1 of
this Subscription Agreement; and 

“Warrant Share” has the meaning ascribed thereto on page
1 of this Subscription Agreement. 

2.         
Delivery and Payment. 

	 	(a) 	
      The Subscriber agrees to deliver the following to the
      Company at or prior to the Closing Time:

	 	 	 	 
	 		(i) 	
      a completed copy of this Subscription Agreement, duly
      executed by the Subscriber;

	 	 	 	 
	 		(ii) 	
      a completed copy of the Investment Agreement, duly
      executed by the Subscriber;

	 	 	 	 
	 		(iii) 	
      if applicable, a copy of the Corporate Placee
      Registration Form (Form 4C) which is attached hereto as Schedule “A”,
      completed and duly executed by the Subscriber;







- 8 - 

	 	(iv) 	
      all other documents as may be required by the Securities
      Laws or the Exchange; and

	 	 	 
	 	(v) 	
      a wire transfer of US$2,366,573.82 (being the US dollar
      equivalent of the Subscription Price) to the Company’s legal counsel,
      Clark Wilson LLP, pursuant to written wire instructions to be provided in
      advance, representing the Subscription Price;

	 	 	 
	 	(vi) 	
      a Guarantee (the “Guarantee”) of the Subscriber in
      favour of the Company in form and substance substantially as set forth on
      Schedule “C” to this Subscription Agreement, guaranteeing repayment of the
      Loan, performance by the Borrower of the covenants contained in the Loan
      Agreement and performance by Austral Argentina of its obligations under
      the Convertible Debenture; and

	 	 	 
	 	(vii) 	
      such other documents as may reasonably be required by the
      Company.




	 	(b) 	
      The Company agrees to deliver the following to the
      Subscriber at or prior to the Closing Time:

	 	 	 	 
	 		(i) 	
      a completed copy of this Subscription Agreement, duly
      executed by the Company;

	 	 	 	 
	 		(ii) 	
      a certificate representing the Shares;

	 	 	 	 
	 		(iii) 	
      a completed copy of the Warrant Certificate, duly
      executed by the Company;

	 	 	 	 
	 		(iv) 	
      all other documents as may be required by the Securities
      Laws or the Exchange; and

	 	 	 	 
	 		(v) 	
      such other documents as may reasonably be required by the
      Subscriber.

	 	 	 	 
	 	(c) 	
      At or immediately following the Closing, the Company (or
      its Consolidated Subsidiary operating in Argentina, at the Company’s
      election) shall grant to Sociedad Italiana de Socorros Mutuos
      Proteccion Familia Italiana de Correa (the “Borrower”) a short
      term loan (the “Loan”) in an amount equal to 12,408,500 pesos
      pursuant to a Loan Agreement (the “Loan Agreement”) with the
      Borrower.



3.         
Closing. The Closing will be held at the offices of the Company’s
legal counsel, Clark Wilson LLP, at 885 West Georgia Street, Suite 900,
Vancouver, British Columbia at the Closing Time. 

4.         
Certain Subscriber Acknowledgements. The Subscriber acknowledges
and agrees with the Company that: 

	 	(a) 	
      no securities commission, agency, governmental authority,
      regulatory body, stock exchange or other entity has made any finding or
      determination as to the merit of an investment in, nor have any such
      agencies or governmental authorities, regulatory bodies, stock exchanges
      or other entities made any recommendation or endorsement with respect to,
      the Securities;

	 	 	 
	 	(b) 	
      the Securities are subject to resale restrictions under
      the Securities Laws, shall bear the legends as set out in Section 7 hereof
      and as required pursuant to applicable Securities Laws and the Subscriber
      (and, if applicable, others for whom it is contracting hereunder) will
      comply with all relevant Securities Laws concerning any resale of the
      Securities and will consult with its legal advisors with respect to
      complying with all restrictions applying to such resale;

	 	 	 
	 	(c) 	
      the Company is a ‘reporting issuer’ in Canada with a
      class of securities registered under Section 12(g) of the 1934 Act; and
      the Securities will be “restricted securities”, as defined in Rule
      144(a)(3) under the 1933 Act, and will be subject to resale restrictions
      (regardless of where they are held or sold). Generally, pursuant to Rule
      144, some of the Securities will be eligible for resale six months after
      the Closing Date (though none of the Warrant Shares will be eligible for
      resale until at least six months after the date of exercise of the
      Warrant);







- 9 - 

	 	(d) 	
      the Securities are subject to private resale restrictions
      which are set forth in the Investment Agreement;

	 	 	 	 
	 	(e) 	
      no prospectus or offering memorandum within the meaning
      of the Securities Laws has been delivered to or summarized for or seen by
      the Subscriber (and, if applicable, others for whom it is contracting
      hereunder) in connection with the Offering and the Subscriber (and, if
      applicable, others for whom it is contracting hereunder) is not aware of
      any prospectus or offering memorandum having been prepared by the
      Company;

	 	 	 	 
	 	(f) 	
      the Securities are being offered for sale on a “private
      placement” basis;

	 	 	 	 
	 	(g) 	
      none of the Securities have been registered under the
      1933 Act or the securities laws of any state, and the Securities may not
      be offered or sold, directly or indirectly, in the United States or to, or
      for the account or benefit of, a U.S. Person or a person in the United
      States unless registered under the 1933 Act and the securities laws of all
      applicable states or unless an exemption from such registration
      requirements is available;

	 	 	 	 
	 	(h) 	
      in accepting this Subscription Agreement, the Company is
      relying upon the representations and warranties and acknowledgements of
      the Subscriber set out herein. The Subscriber hereby agrees to notify the
      Company immediately of any change in any representation, warranty,
      covenant or other information relating to the Subscriber or the beneficial
      purchaser contained in this Subscription Agreement which takes place prior
      to Closing;

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

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

	 	 	 	 
	 	(k) 	
      the Subscriber has had access to such additional
      information, if any, concerning the Company as it has considered necessary
      in connection with its investment decision to acquire the
    Securities;

	 	 	 	 
	 	(l) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Securities and with respect to applicable resale
      restrictions, and it is solely responsible (and the Company is not in any
      way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the International Jurisdiction;
      and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(m) 	
      the Securities are subject to the terms, conditions and
      provisions of this Subscription Agreement (including the schedules
      hereto), the Investment Agreement and the constating documents of the
      Company;

	 	 	 	 
	 	(n) 	
      the Subscriber consents to the Company making a notation
      on its records or giving instructions to any transfer agent of the
      Securities in order to implement the restrictions on transfer set forth
      and described herein and in the Investment Agreement and the Company will
      refuse to register any transfer of the Securities not made in accordance
      with an effective registration statement under the 1933 Act or pursuant to
      an exemption from the registration requirements of the 1933 Act and any
      applicable state or other law;

	 	 	 	 
	 	(o) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus under the Securities Laws or other applicable securities
      legislation and, as a consequence of acquiring Securities pursuant to this
      exemption: (i) certain protections, rights and remedies provided by the
      Securities Laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not
be available to the Subscriber, (ii) the common law may not
      provide the Subscriber with an adequate remedy in the event that it
      suffers investment losses in connection with Securities acquired in the
      Offering, (iii) the Subscriber may not receive information that would
      otherwise be required to be given under the Securities Laws, and (iv) the
      Company is relieved from certain obligations that would otherwise apply
  under the Securities Laws; and








- 10 - 

	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Securities.



5.         
Conditions of Closing. It is a condition of Closing that (i) all
documents required to be completed and signed in accordance with Section 2
hereof be received on or prior to the Closing Date, (ii) the Company will have
obtained all necessary approvals and consents, including regulatory, court and
Exchange approvals, to the purchase and sale contemplated by this Subscription
Agreement, (iii) the issue and sale of the Securities contemplated by this
Subscription Agreement be exempt from the requirement to file a prospectus and
any requirement to deliver an offering memorandum under applicable Securities
Laws relating to the sale of the Securities, or the Company will have received
such orders, consents or approvals as may be required to permit such sale
without the requirement to file a prospectus or deliver an offering memorandum;
(iv) the Company's counsel shall have delivered a legal opinion addressed to the
Subscriber and its solicitors respecting, among other matters, the due
incorporation and organization of the Company, the due authorization, execution
and delivery of this Subscription Agreement and the Investment Agreement, the
authorized capital of the Company, the due allotment and issuance of the Shares
to the Subscriber as fully paid and non-assessable shares and the restrictions
on the transferability of the Securities under Canadian Securities Laws, all in
form and substance satisfactory to the Subscriber's solicitors, acting
reasonably; and (v) if required by the rules of the Exchange, the Company will
have obtained conditional approval of the Exchange for the listing of the Shares
and the Warrant Shares which, in any event will be listed upon Closing. 

            
The Subscriber acknowledges that the Company may be required to provide the
Securities Regulators or other authorities pursuant to the Proceeds of Crime
(Money Laundering) and Terrorist Financing Act (Canada) (the
“PCMLTFA”) with a list setting forth the identity of the beneficial
purchaser of the Units. 

6.         
Representations, Warranties, Acknowledgements and Covenants.
The Subscriber hereby represents and warrants to, and covenants with (on its
own behalf and, if applicable, on behalf of those for whom the Subscriber is
contracting hereunder) the Company (and acknowledges that the Company is relying
thereon) that, as at the execution date of this Subscription Agreement and the
Closing Date: 

	 	(a) 	
      the Subscriber has its head office in the jurisdiction
      set out on the execution page of this Subscription Agreement, and such
      address was not created and is not being used solely for the purpose of
      acquiring the Securities;

	 	 	 
	 	(b) 	
      the information provided by the Subscriber on pages 3 and
      4 of this Subscription Agreement is true and correct;

	 	 	 
	 	(c) 	
      the Subscriber is not a person created, or used solely,
      to purchase or hold the Securities in order to comply with an exemption
      from the prospectus requirements of Securities Laws and if the Subscriber
      is not an individual, it pre-existed the Offering and has a bona fide
      purpose other than investment in the Securities;

	 	 	 
	 	(d) 	
      the Subscriber 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;







- 11 - 

	 	(e) 	
      the Subscriber will only offer, sell or otherwise
      transfer the Securities pursuant to an effective registration statement
      under the 1933 Act or pursuant to an exemption from the registration
      requirements imposed by the 1933 Act and in compliance with applicable
      state Securities Laws (and, in each such case where there is no effective
      registration statement, only if an opinion of counsel of recognized
      standing reasonably satisfactory to the Company has been provided to the
      Company to that effect, if applicable);

	 	 	 	 
	 	(f) 	
      the Subscriber:

	 	 	 	 
	 		(i) 	
      is not a U.S. Person and it is not making this
      subscription for the account or benefit of any U.S. Person;

	 	 	 	 
	 		(ii) 	
      did not receive an offer to buy or sell the Securities in
      the United States;

	 	 	 	 
	 		(iii) 	
      was outside the United States at the time the buy order
      for the Securities was originated;

	 	 	 	 
	 		(iv) 	
      did not execute or receive this Subscription Agreement in
      the United States;

	 	 	 	 
	 		(v) 	
      has not acquired the Securities as a result of any
      “directed selling efforts” (as defined in Regulation S under the 1933 Act)
      in the United States in respect of any of the Securities, which would
      include any activities undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for the resale of any of the Securities;

	 	 	 	 
	 		(vi) 	
      understands that the Company is the seller of the
      Securities and that, for purposes of Regulation S, a “distributor” is any
      underwriter, dealer or other person who participates, pursuant to a
      contractual arrangement, in the distribution of securities offered or sold
      in reliance on Regulation S and that an “affiliate” is any partner,
      officer, director or any person directly or indirectly controlling,
      controlled by or under common control with any person in question; if the
      Subscriber is a “distributor”, it agrees to comply with Rule 903(b)(3)(iv)
      of Regulation S under the 1933 Act; and

	 	 	 	 
	 		(vii) 	
      will not conduct hedging transactions involving the
      Securities unless in compliance with the 1933 Act and other applicable
      Securities Laws;

	 	 	 	 
	 	(g) 	
      The Subscriber is resident outside of Canada and the
      United States, and the Subscriber:

	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable Securities Laws of the Securities Regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Securities;

	 	 	 	 
	 		(ii) 	
      is purchasing the Securities pursuant to exemptions from
      prospectus or equivalent requirements under applicable Securities Laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Securities under the applicable Securities Laws of the Securities
      Regulators in the International Jurisdiction without the need to rely on
      any exemptions; and

	 	 	 	 
	 		(iii) 	
      represents and warrants that the applicable Securities
      Laws of the authorities in the International Jurisdiction do not require
      the Company to make any filings or seek any approvals of any kind
      whatsoever from any Securities Regulator of any kind whatsoever in the
      International Jurisdiction in connection with the issue and sale of the
      Securities to the Subscriber;

	 	 	 	 
	 	(h) 	
      the purchase of the Securities by the Subscriber does not
      trigger:







- 12 - 

	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 
	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction;




	 	(i) 	
      this Subscription Agreement has been authorized, executed
      and delivered by, and constitutes a legal, valid and binding agreement of
      the Subscriber;

	 	 	 
	 	(j) 	
      the Subscriber has been duly incorporated and validly
      exists under the laws of the International Jurisdiction and this
      Subscription Agreement has been duly authorized by all necessary corporate
      action and constitutes a legal and binding agreement of the
    Subscriber;

	 	 	 
	 	(k) 	
      the Subscriber is capable of assessing and evaluating the
      risks and merits of this investment as a result of the Subscriber’s
      financial, investment or business experience, and the Subscriber is able
      to bear the economic loss of its investment;

	 	 	 
	 	(l) 	
      the delivery of this Subscription Agreement, the
      acceptance of it by the Company and the issuance of the Securities to the
      Subscriber complies with all applicable laws of the International
      Jurisdiction and, to the best of Subscriber’s knowledge, all other
      applicable laws;

	 	 	 
	 	(m) 	
      the Subscriber is not a “control person” of the Company
      as defined in the applicable Securities Laws, will not become a “control
      person” by virtue of this purchase of any of the Securities, and does not
      intend to act in concert with any other person to form a control group of
      the Company;

	 	 	 
	 	(n) 	
      the Subscriber is solely responsible for compliance with
      applicable resale restrictions and applicable tax legislation;

	 	 	 
	 	(o) 	
      based upon and subject to the accuracy of the Company’s
      representation in Section 8(q), below, the Subscriber has no knowledge of
      a “material fact” or “material change” (as those terms are defined in the
      applicable Securities Laws) in the affairs of the Company that was not
      either (i) generally disclosed to the public or (ii) contained in the
      “data room” established by the Company in order to provide the Subscriber
      with materials during the course of the Subscriber’s due diligence review
      of the Company, or contained in one or more metallurgical reports
      conducted by the Subscriber, the conclusions of which were consistent with
      metallurgical studies previously conducted and publicly disclosed by the
      Company;

	 	 	 
	 	(p) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby will not result in the violation of any
      of the terms and provisions of any law of the International Jurisdiction,
      or the constating documents of, the Subscriber or of any agreement,
      written or oral, to which the Subscriber may be a party or by which it is
      or may be bound or the termination of any such agreement;

	 	 	 
	 	(q) 	
      the Subscriber will execute and deliver within the
      approved time periods, all documentation as may be required by applicable
      law to permit the purchase of the Securities on the terms herein set
      forth;

	 	 	 
	 	(r) 	
      if required by applicable law, the Subscriber will
      execute, deliver, file and otherwise assist the Company in filing such
      reports, undertakings and other documents with respect to the issuance of
      the Securities as may be required;

	 	 	 
	 	(s) 	
      The Subscriber has not engaged the services of any broker
      or advisor in a way as to make the Company liable for any fees or expenses
      payable thereto, and the Company shall not be liable to pay any brokerage,
      legal or other fees or expenses by reason of Subscriber’s engagement of
      any such services;







- 13 - 

	 	(t) 	
      the Subscriber (and, if applicable, others for whom it is
      contracting hereunder) is not:

	 	 	 	 
	 		(i) 	
      a licensed broker or dealer in the United
  States,

	 	 	 	 
	 		(ii) 	
      an affiliate of a licensed broker or dealer in the United
      States,

	 	 	 	 
	 		(iii) 	
      acting as an underwriter (as that term is defined in
      Section 2(11) of the 1933 Act) in respect of any of the Securities,
    or

	 	 	 	 
	 		(iv) 	
      an affiliate of any person that is acting as an
      underwriter (as that term is defined in Section 2(11) of the 1933 Act) in
      respect of any of the Securities; and

	 	 	 	 
	 	(u) 	
      the funds representing the Subscription Price which will
      be advanced by the Subscriber to the Company hereunder will not represent
      proceeds of crime for the purposes of PCMLTFA and the Subscriber
      acknowledges that the Company may in the future be required by law to
      disclose the Subscriber’s name and other information relating to this
      Subscription Agreement and the Subscriber’s subscription hereunder, on a
      confidential basis, pursuant to the PCMLTFA. To the best of the
      Subscriber’s knowledge (a) none of the subscription funds to be provided
      by the Subscriber (i) have been or will be derived from or related to any
      activity that is deemed criminal under the law of Canada, the United
      States, or any other jurisdiction, or (ii) are being tendered on behalf of
      a person or entity who has not been identified to the Subscriber, and (b)
      the Subscriber shall promptly notify the Company if the Subscriber
      discovers that any of such representations ceases to be true, and to
      provide the Company with appropriate information in connection
      therewith.



7.         
Legends. 

	 	(a) 	
      Shares:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to legends
      that may be required by Securities Laws, the certificates representing the
      Shares will bear the following legend:




  
    
      
        
          “THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER
            PURSUANT TO AN INVESTMENT AGREEMENT BETWEEN ARGENTEX MINING CORPORATION AND
            AUSTRAL GOLD LIMITED ACN 075 860 472 DATED JULY 2, 2013.” 

        

      

    

  



	 	(ii) 	
      the Subscriber acknowledges that, in addition to the
      other legends that may be required by Securities Laws, the certificates
      representing the Shares will bear the following legend mandated by
      Canadian Securities Laws:



CANADIAN LEGEND:


  
    
      
        
          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
            OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 3, 2013.”; 

        

      

    

  



and, if applicable, the following
Exchange legend: 

TSX VENTURE EXCHANGE LEGEND: 


  
    
      
        
          “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 CANADIAN RESIDENT UNTIL NOVEMBER 4, 2013.” 

        

      

    

  






- 14 - 


  
    
      
         

      

    

  



provided that subsequent to the expiry
of such period, the certificate representing such securities may be exchanged
for a certificate not bearing these legends. 

The certificates representing the
Shares will also bear the following legend mandated by the U.S. Securities Laws:


U.S. LEGEND: 


  
    
      
        
          “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
            SECURITIES AND EXCHANGE COMMISSION OR THE UNITED STATES SECURITIES COMMISSION OF
            ANY STATE 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.” 

        

      

    

  



	 	(b) 	
      Warrants:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to legends
      that may be required by Securities Laws, the certificates representing the
      Warrants will bear the following legend:




  
    
      
        
          “THESE WARRANTS ARE SUBJECT TO RESTRICTIONS ON TRANSFER
            PURSUANT TO AN INVESTMENT AGREEMENT BETWEEN ARGENTEX MINING CORPORATION AND
            AUSTRAL GOLD LIMITED ACN 075 860 472 DATED JULY 2, 2013.” 

        

      

    

  



In addition, the certificates
representing the Warrants will bear the following legend mandated by the U.S.
securities laws: 


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

        

      

    

  



	 	(c) 	
      Warrant Shares:

	 	 	 	 
	 		(i) 	
      the Subscriber acknowledges that, in addition to the
      other legends that may be required by Securities Laws, the certificates
      representing any Warrant Shares issued upon
exercise of Warrants on or before the date that
is four months and one day after the Closing Date will bear the following legend
mandated by Canadian Securities Laws: 








- 15 - 

CANADIAN LEGEND: 


  
    
      
        
          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
            OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 3, 2013.” 

        

      

    

  



and, if applicable, the following
Exchange legend: 

TSX VENTURE EXCHANGE LEGEND: 


  
    
      
        
          “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 CANADIAN RESIDENT UNTIL
            [INSERT THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”
          

        

      

    

  



provided that subsequent to the expiry
of such period, the certificate representing such securities may be exchanged
for a certificate not bearing these legends.

In addition, the certificates
representing any Warrant Shares or Conversion Shares will bear the following
legend mandated by the U.S. securities laws: 

U.S. LEGEND: 


  
    
      
        
          “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED
            STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
            STATE 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.” 

        

      

    

  



8.         
Representations, Warranties and Covenants of the Company. The
Company hereby represents and warrants to, and covenants with the Subscriber
(and acknowledges that the Subscriber is relying thereon) that, as at the
execution date of this Subscription Agreement and the Closing Date:

	 	(a) 	
      the authorization, execution and delivery of this
      Subscription Agreement, the offer, sale, allotment and issuance of the
      Securities and the delivery of the certificates representing them do not
      and shall not conflict with, and do not and shall not result in any breach
      of any term, condition or provision of its constating documents or any
      agreement or instrument to which the Company or any Consolidated
      Subsidiary is a party;







- 16 - 

	 	(b) 	
      this Subscription Agreement and the consummation of the
      transactions contemplated herein have been duly authorized by all
      necessary corporate action on the part of the Company and, subject to
      acceptance by the Company, this Subscription Agreement constitutes a valid
      obligation of the Company legally binding upon it, and enforceable in
      accordance with its terms subject to such limitations and prohibitions in
      applicable laws relating to bankruptcy, insolvency, liquidation,
      moratorium, reorganization, arrangement or winding-up and other laws,
      rules and regulations of general application affecting the rights, powers,
      privileges, remedies and interests of creditors generally. The sale and
      issuance of the Securities, and the delivery of the certificates
      representing the Shares and the Warrants contemplated hereby will have
      been approved by all requisite corporate action on or before the Closing
      Date and, upon issue and delivery at the Closing, the Shares will be
      validly issued as fully paid and non-assessable, the Warrants will be
      validly issued and the certificates representing them will be validly
      delivered and, upon the exercise of the Warrants in accordance with their
      terms, the Warrant Shares will be validly issued as fully paid and
      non-assessable Shares;

	 	 	 
	 	(c) 	
      no order ceasing or suspending trading in any Securities
      nor prohibiting sale of the Securities has been issued to and is
      outstanding against the Company or its directors, officers or promoters
      and, to the best of the Company's knowledge, no investigations or
      proceedings for such purposes are pending or threatened;

	 	 	 
	 	(d) 	
      the Company is a reporting issuer in British Columbia,
      Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia,
      Prince Edward Island and Newfoundland, its common shares are listed for
      trading on the Exchange and the Company is not in default in any material
      respect of any requirement of the Canadian Securities Laws or the
      Exchange;

	 	 	 
	 	(e) 	
      the Company will promptly comply with all filing and
      other requirements under all applicable Securities Laws in connection with
      the Offering;

	 	 	 
	 	(f) 	
      the Company will pay all expenses incident to the
      performance of its obligations hereunder, including, but not limited to,
      expenses relating to: (i) the preparation, issuance and delivery of the
      Securities; (ii) the fees and expenses incurred in connection with listing
      the Shares, Warrant Shares and Conversion Shares on the
Exchange;

	 	 	 
	 	(g) 	
      all of the issued and outstanding Shares of the Company
      have been duly authorized and validly issued, are fully paid and
      non-assessable and have been issued in compliance with applicable
    laws;

	 	 	 
	 	(h) 	
      none of the issued and outstanding Shares of the Company
      were issued in violation of any pre- emptive rights, rights of first
      refusal or other similar rights.

	 	 	 
	 	(i) 	
      the Company is authorized to issue an unlimited number of
      Shares, without par value, of which 71,677,317 are currently issued and
      outstanding, and an unlimited number of preferred shares without par
      value, of which -0- are issued and outstanding, and there are currently
      outstanding options to purchase an aggregate of 6,357,000 Shares, warrants
      (including 261,000 Agent’s Warrants) entitling the holders to purchase an
      aggregate of 16,590,206 Shares and, except for anti- dilution rights held
      by International Finance Corporation, there are no other outstanding
      options, warrants or similar rights to subscribe for, or contractual
      obligations (other than as contemplated in this Subscription Agreement) to
      issue, sell, transfer or acquire, any Shares or any securities convertible
      into or exchangeable for Shares;

	 	 	 
	 	(j) 	
      the offer, sale and delivery of the Securities is
      conditional upon such being exempt from the prospectus requirements and
      any requirement to deliver an offering memorandum in connection with the
      distribution of the Securities under applicable Securities Laws or upon
      the issuance of such orders, consents or approvals as may be required to
      permit such sale without a prospectus;







- 17 - 

	 	(k) 	
      the Company and each subsidiary that is consolidated with
      the Company in the Company ́s financial statements in accordance with
      generally accepted accounting principles (each, a “Consolidated
      Subsidiary”) is duly organized and validly existing in good standing
      under the laws of the Province of its incorporation or organization with
      full corporate power and authority to own, lease and operate its
      properties and assets and to conduct its business as presently conducted
      and as described in its financial statements and is duly registered and
      qualified to conduct its business and is in good standing in each
      jurisdiction or place where the nature of its properties or the conduct of
      its business requires such registration or qualification, except where the
      failure to so register or qualify has not had and will not have an actual,
      anticipated, contemplated or threatened material adverse effect on the
      condition (financial or other), business, operations, affairs, assets,
      capitalization, prospects, permits, rights, privileges or liabilities or
      properties of the Company and the Consolidated Subsidiaries, taken as a
      whole (a “Material Adverse Effect”);

	 	 	 
	 	(l) 	
      the financial statements of the Company, the auditors
      opinion thereon and the notes thereto, all forming part of the Public
      Record, accurately reflect and present fairly the financial position of
      the Company and each Consolidated Subsidiary, and the results of their
      operations and cash flows as at the dates thereof, and have been prepared
      in accordance with U.S. generally accepted accounting
principles;

	 	 	 
	 	(m) 	
      the Company and each Consolidated Subsidiary has properly
      prepared and filed all tax returns that are due and all taxes payable have
      been duly and timely paid except where the Company or the Consolidated
      Subsidiary, as the case may be, is contesting in good faith any
      reassessments of its taxes payable thereunder or except as otherwise
      previously disclosed to the Subscriber;

	 	 	 
	 	(n) 	
      the Public Record and the representations, warranties and
      covenants contained in this Subscription Agreement are accurate in all
      material respects and omit no fact, the omission of which would make the
      filings comprising the Public Record or such representations or warranties
      misleading in light of the circumstance in which such statements or
      representations and/or warranties were made and at the time they were
      filed in the Public Record;

	 	 	 
	 	(o) 	
      the Public Record complies in all material respects with
      all applicable Securities Laws including without limitation all applicable
      Canadian Securities Laws;

	 	 	 
	 	(p) 	
      except as disclosed in the Public Record, neither the
      Company nor any Consolidated Subsidiary is a party to any litigation,
      action, suit, investigation, hearing, claim, complaint, grievance,
      arbitration proceeding or other proceeding and includes any appeal or
      review and any application for same (collectively "Litigation")
      which could have a Material Adverse Effect and no such Litigation has been
      threatened or, to the best of the Company knowledge, information or
      belief, after due enquiry, is pending;

	 	 	 
	 	(q) 	
      the Company did not include in the ‘data room’
      established by the Company for the benefit of the Subscriber’s due
      diligence, any disclosure of a “material fact” or “material change”, as
      those terms are defined in the Securities Act (British Columbia),
      concerning the Company that has not previously been disclosed in the
      Public Record;

	 	 	 
	 	(r) 	
      the Company has received and reviewed a metallurgical
      study performed by the Subscriber and believes that the results thereof
      are consistent with similar studies previously conducted and publicly
      disclosed by the Company;

	 	 	 
	 	(s) 	
      neither the Company nor any Consolidated Subsidiary is an
      “investment company”, a company “controlled” by an “investment company” or
      an “affiliated person” of, or “promoter” or “principal underwriter” for,
      an investment company within the meaning of the Investment Company Act of
      1940, as amended;







- 18 - 

	 	(t) 	
      neither the Company nor any Consolidated Subsidiary is:
      (i) in violation of (A) its constating documents (B) to the Company's
      knowledge, any law, ordinance, administrative or governmental rule or
      regulation applicable to the Company or any Consolidated Subsidiary, the
      violation of which would have a Material Adverse Effect or (C) any decree
      of any court or governmental agency or body having jurisdiction over the
      Company or any Consolidated Subsidiary; or (ii) in default in any material
      respect in the performance of any obligation, agreement or condition
      contained in (x) any bond, debenture, note or any other evidence of
      indebtedness or (y) any agreement, indenture, lease or other instrument to
      which the Company or any Consolidated Subsidiary is a party or by which
      any of its properties may be bound, which default would have a Material
      Adverse Effect and, to the Company’s knowledge, there does not exist any
      state of facts that constitutes a default or an event of default on the
      part of the Company or any Consolidated Subsidiary as defined in such
      documents or that, with notice or lapse of time or both, would constitute
      such a default or event of default that would have a Material Adverse
      Effect;

	 	 	 
	 	(u) 	
      since January 31, 2013, there has been no impairment of
      or adjustments to the assets of the Company except as would not have a
      Material Adverse Effect on the Company and its Consolidated Subsidiaries
      taken as a whole;

	 	 	 
	 	(v) 	
      to the best of the Company’s knowledge, the Company and
      the Consolidated Subsidiaries are: (i) in compliance with any and all
      applicable federal, state, local and foreign laws and regulations relating
      to the protection of human health and safety, the environment or hazardous
      or toxic substances or wastes, pollutants or contaminants
      (“Environmental Laws”); (ii) have received all permits, licenses or
      other approvals required of them under applicable Environmental Laws to
      conduct their respective businesses; and (iii) are in compliance with all
      terms and conditions of any such permit, license or approval, except in
      each case as would not, individually or in the aggregate, have a Material
      Adverse Effect.

	 	 	 
	 	(w) 	
      to the best of the Company’s knowledge, there are no
      costs or liabilities associated with Environmental Laws (including,
      without limitation, any capital or operating expenditures required for
      clean-up, closure of properties or compliance with Environmental Laws or
      any permit, license or approval, any related constraints on operating
      activities and any potential liabilities to third parties) which would,
      individually or in the aggregate, have a Material Adverse
Effect.

	 	 	 
	 	(x) 	
      since the date of the SCRN Financial Statements, a copy
      of which has been previously provided by the Company to the Subscriber,
      there has been no material adverse change (actual, anticipated,
      contemplated or threatened, financial or otherwise) to the Company’s
      business, operations, affairs, assets, capitalization, financial
      condition, prospects, permits, rights, privileges or liabilities, whether
      contractual or otherwise, that has not previously been disclosed to the
      Subscriber;

	 	 	 
	 	(y) 	
      the Company shall maintain, and shall cause its
      Consolidated Subsidiaries to maintain, insurance in such amounts and
      covering such risks as is reasonable and customary for companies engaged
      in the mining industry;

	 	 	 
	 	(z) 	
      the Company will comply with all requirements imposed
      upon it by the 1933 Act and the 1934 Act as from time to time in force, so
      far as necessary to permit the sale of the Securities contemplated herein;
      provided, however, that this covenant shall not be construed to require
      that the Company register the Securities pursuant to the 1933
  Act;

	 	 	 
	 	(aa) 	
      until the Loan has been repaid, the Company will use its
      best efforts to conduct its affairs in such a manner so as to reasonably
      ensure that neither it nor its Consolidated Subsidiaries will be or
      become, at any time prior to the termination of this Subscription
      Agreement, an “investment company,” as such term is defined in the
      Investment Company Act, assuming no change in the Commission’s current
      interpretation as to entities that are not considered an investment
      company;

	 	 	 
	 	(bb) 	
      after the Loan has been repaid, the Company will conduct
      its affairs in such a manner so as to reasonably ensure that neither it
      nor its Consolidated Subsidiaries will be or become, at any
  time prior to the termination of this Subscription Agreement,
      an “investment company,” as such term is defined in the Investment Company
      Act, assuming no change in the Commission’s current interpretation as to
  entities that are not considered an investment company;








- 19 - 

	 	(cc) 	
      the Company and its Consolidated Subsidiaries have
      complied and will continue to comply with all applicable provisions of the
      Sarbanes-Oxley Act of 2002;

	 	 	 
	 	(dd) 	
      pursuant to the Investment Agreement and upon the terms
      and conditions set forth therein, the Company will grant to the Subscriber
      certain anti-dilution rights as provided therein to participate in future
      issuances of equity securities by the Company; and

	 	 	 
	 	(ee) 	
      the Subscription Price received by the Company from the
      Subscriber shall be used for the following purposes: approximately sixty
      per cent (60%) of the proceeds of the Offering will be used to fund
      ongoing exploration programs at the Company’s exploration properties in
      the Patagonia region of Argentina and approximately forty per cent (40%)
      of the proceeds of the Offering will be used for working capital and
      general corporate purposes, all as shown in the budget previously provided
      by the Company to the Subscriber, and any change in this allocation in
      excess of ten per cent (10%) shall be subject to the prior approval of the
      Board of Directors of the Company; and

	 	 	 
	 	(ff) 	
      The Company has not engaged the services of any broker or
      advisor in a way as to make the Subscriber liable for any fees or expenses
      payable thereto, and the Subscriber shall not be liable to pay any
      brokerage, legal or other fees or expenses by reason of the Company’s
      engagement of any such services.



9.         
Acknowledgements. 

	 	(a) 	
      The Subscriber acknowledges and agrees that the foregoing
      representations and warranties are made by it with the intention that they
      may be relied upon by the Company in determining its eligibility or (if
      applicable) the eligibility of others on whose behalf it is contracting
      hereunder to purchase the Securities under applicable Securities Laws. The
      Subscriber further agrees that by accepting delivery of the Shares and the
      Warrants on the Closing Date, it shall be representing and warranting that
      the foregoing representations and warranties are true and correct as at
      the Closing Time with the same force and effect as if they had been made
      by the Subscriber at the Closing Time and that they shall survive the
      purchase by the Subscriber of the Securities and still continue in full
      force and effect notwithstanding any subsequent disposition by the
      Subscriber of the Securities. The Company shall be entitled to rely on the
      representations and warranties of the Subscriber contained in this
      Subscription Agreement, and the Subscriber shall indemnify and hold
      harmless the Company for any loss, costs or damages any of them may suffer
      as a result of any misrepresentations or any breach or failure to comply
      with any covenant or agreement herein of the Subscriber.

	 	 	 
	 	(b) 	
      The Company acknowledges and agrees that the foregoing
      representations and warranties are made by it with the intention that they
      may be relied upon by the Subscriber in determining its eligibility or (if
      applicable) the eligibility of others on whose behalf it is contracting
      hereunder to purchase the Securities under applicable Securities Laws. The
      Company further agrees that the foregoing representations and warranties
      are true and correct as at the Closing Time with the same force and effect
      as if they had been made by the Company at the Closing Time and that they
      shall survive the purchase by the Subscriber of the Securities and still
      continue in full force and effect notwithstanding any subsequent
      disposition by the Subscriber of the Securities. The Subscriber shall be
      entitled to rely on the representations and warranties of the Company
      contained in this Subscription Agreement, and the Company shall indemnify
      and hold harmless the Subscriber for any loss, costs or damages any of
      them may suffer as a result of any misrepresentations or any breach or
      failure to comply with any covenant or agreement herein of the
    Company.







- 20 - 

	 	(c) 	
      The
      Company and the Subscriber acknowledge and agree that this Subscription
      Agreement and the Subscription Offer are part of one single transaction
      set out in the Term Sheet, along with the Investment Agreement, the
      Convertible Debenture and the Warrant.



10.       
Registration Statement. The Subscriber shall have the right, at
its option exercised by written notice to the Company and at its sole cost and
expense, to cause the Company to prepare and file with the appropriate
regulatory authorities in the United States and Canada, as applicable and as
requested by the Subscriber, a “resale” registration statement (the
“Registration Statement”) registering the Warrant Shares for resale by
the Subscriber. In such event, and promptly after receipt of a request from the
Company, the Subscriber shall: 

	 	(a) 	
      furnish in writing to the Company all information within
      the Subscriber’s possession or knowledge required by the applicable rules
      and regulations of the Securities Regulators and any applicable Securities
      Laws concerning the proposed method of sale or other disposition of the
      Warrant Shares and the identity of and compensation to be paid to any
      proposed broker-dealer(s) to be employed in connection therewith and
      indemnify the Company for the accuracy thereof;

	 	 	 
	 	(b) 	
      execute and deliver to the Company such written
      undertakings as the Company and its counsel may reasonably require in
      order to ensure full compliance with relevant provisions of the applicable
      Securities Laws if the Subscriber desires to sell and distribute the
      Warrant Shares over a period of time, or from time to time, at then
      prevailing market prices, pursuant to the Registration
Statement;

	 	 	 
	 	(c) 	
      if, during the effectiveness of a Registration Statement
      filed pursuant to this Subscription Agreement, an intervening event should
      occur which, in the reasonable opinion of the Company’s counsel, makes the
      prospectus included in the Registration Statement no longer compliant with
      the applicable Securities Laws or the requirements of the Securities
      Regulators, after notice containing the facts and legal conclusions relied
      upon from the Company to the Subscriber of the occurrence of such an
      event, make no further sales or other dispositions, or offers therefor, of
      the Warrant Shares under such Registration Statement until the Subscriber
      receives from the Company copies of a new, amended or supplemented
      prospectus complying with the applicable Securities Laws or applicable
      requirements of the Securities Regulators as soon as practicable after
      such notice. The Company shall keep the Subscriber fully informed as to
      the status of the Company’s efforts which shall be prompt and diligent to
      cause such new, amended or supplemented prospectus to be available for use
      by the Subscriber, provided that the Subscriber furnishes in writing all
      information within the Subscriber’s possession or knowledge that the
      Company or its counsel may reasonably require in order to ensure that the
      new, amended or supplemented prospectus complies with the applicable
      Securities Laws and the requirements of the Securities
  Regulators;

	 	 	 
	 	(d) 	
      immediately reimburse the Company for any expenses
      incurred with third parties (including legal expenses) in connection with
      the Registration Statement.



11.        Nature
of Subscription. This subscription is irrevocable. 

12.        Delivery
of Securities. The Subscriber hereby authorizes and directs the Company
to register and deliver certificates representing the Shares and the Warrants to
be issued pursuant to this Subscription Agreement as specified in this
Subscription Agreement. 

13.        Costs.
All costs and expenses incurred by the Subscriber (including any fees and
disbursements of any special counsel obtained by the Subscriber) relating to the
sale of the Securities to the Subscriber shall be borne by the Subscriber. In
turn, all costs and expenses incurred by the Company (including any fees and
disbursements of any special counsel or financial advisor obtained by the
Company) relating to the issuance and sale of the Securities to the Subscriber
shall be borne by the Company. 

14.        Execution
of Subscription Agreement. The parties shall be entitled to rely on
delivery by facsimile machine or e-mail of an executed copy of this Subscription
Agreement, and acceptance by the parties of such facsimile or e-mail copy (in .pdf format) shall be equally
effective to create a valid and binding agreement between the Subscriber and the
Company in accordance with the terms hereof. If less than a complete copy of
this Subscription Agreement is delivered to the Company at Closing, the Company
and its counsel are entitled to assume that the Subscriber accepts and agrees to
all of the terms and conditions of the pages not delivered at Closing unaltered.
This Subscription Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. 




- 21 - 

15.        Collection
of Personal Information. The Subscriber acknowledges and consents to the
fact that the Company is collecting the Subscriber’s personal information for
the purpose of fulfilling this Subscription Agreement and completing the
subscription. The Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) may be disclosed by the Company to (a) stock exchanges or securities
regulatory authorities, (b) the Company's registrar and transfer agent, (c)
Canadian tax authorities, (d) authorities pursuant to the PCMLTFA and (e) any of
the other parties involved in the subscription, including legal counsel, and may
be included in record books prepared in connection with the Offering. By
executing this Subscription Agreement, the Subscriber is deemed to be consenting
to the foregoing collection, use and disclosure of the Subscriber's personal
information (and, if applicable, the personal information of those on whose
behalf the Subscriber is contracting hereunder) for the foregoing purposes and
for the purposes described in Schedule “B” to this Subscription Agreement and to
the retention of such personal information for as long as permitted or required
by law or business practice. Notwithstanding that the Subscriber may be
purchasing Securities as agent on behalf of an undisclosed principal, the
Subscriber agrees to provide, on request, particulars as to the nature and
identity of such undisclosed principal, and any interest that such undisclosed
principal has in the Company, all as may be required by the Company in order to
comply with the foregoing. 

	 	(a) 	
      the Company may deliver to any securities commission
      having jurisdiction over the Company, the Subscriber or this subscription,
      including the British Columbia Securities Commission, the Alberta
      Securities Commission and the Ontario Securities Commission and/or the SEC
      (collectively, the “Commissions”) certain personal information
      pertaining to the Subscriber, including such Subscriber’s full name,
      residential address and telephone number, the number of shares or other
      securities of the Company owned by the Subscriber, the number of
      Securities purchased by the Subscriber and the total purchase price paid
      for such Securities, the prospectus exemption relied on by the Company and
      the date of distribution of the Securities,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Company under the authority granted to them in securities
    legislation,

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities laws, and

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:



Administrative Support Clerk

Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario, M5H 3S8 
Telephone: (416) 593-3684 


16.        Anti-Money
Laundering Legislation. In order to comply with legislation aimed at the
prevention of money laundering, the Company may require additional information
concerning investors from time to time and the Subscriber agrees to provide all
such information. The Subscriber acknowledges that if, as a result of any
information or other matter which comes to the Company's attention, any
director, officer or employee of the Company or any investment advisor, or their
respective professional advisors, knows or suspects that an investor is engaged
in money laundering, such person is required to report such information or other
matter to the Financial Transactions and Reports Analysis Centre of Canada and
such report shall not be treated as a breach of any restriction upon the
disclosure of information imposed by Canadian law or otherwise. 




- 22 - 

17.        Governing
Law. The contract arising out of this Subscription Agreement shall be
governed by and construed in accordance with the laws of the Province of British
Columbia and the laws of Canada applicable therein. 

18.        Survival
of Representations and Warranties. The covenants, representations and
warranties contained herein shall survive the Closing and continue in full force
and effect until the Second Anniversary. 

19.        Assignment.
The terms and provisions of this Subscription Agreement shall be binding upon
and enure to the benefit of the Subscriber and the Company and their respective
heirs, executors, administrators, successors and assigns; provided however, that
this Subscription Agreement may not be assigned by the Subscriber without the
consent of the Company, in its discretion, other than an assignment by the
Subscriber to any of its Affiliates pursuant to a transfer of the Securities as
permitted by the terms of the Investment Agreement. The benefits and the
obligations of this Subscription Agreement, insofar as they apply to the
Subscriber, shall pass with any permitted assignment or transfer of the
Securities. 

20.        Entire
Agreement and Headings. Except as otherwise stated herein, this
Subscription Agreement (including the schedules hereto), together with the Term
Sheet (as the same may have been amended or supplemented by this Subscription
Agreement), the Investment Agreement, the Warrant Certificate and the
Convertible Debenture, constitutes the entire agreement between the Subscriber
and the Company relating to the subject matter hereof and there are no
representations, warranties, covenants, understandings or other agreements
relating to the subject matter hereof except as stated or referred to herein or
therein. This Subscription Agreement may be amended or modified in any respect
by written instrument only. The headings contained herein are for convenience
only and shall not affect the meanings or interpretation hereof. 

21.        Effective
Date. The Subscription Agreement is intended to and shall take effect on
the later of the date it has been signed by the Subscriber and accepted by the
Company. 

22.        Time
of Essence. Time shall be of the essence of this Subscription Agreement.


23.        Language.
It is the express wish of the Subscriber that the Subscription Agreement and
any related documentation be drawn up in English only. 

24.      
 Currency. All references herein to monetary amounts are to
lawful money of Canada, unless otherwise specified. 




SCHEDULE “A” 

FORM 4C 

CORPORATE PLACEE REGISTRATION FORM 

This Form will remain on file with the Exchange and must be
completed if required under section 4(b) of Part II of Form 4B. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on one
time basis, and it will be referenced for all subsequent Private Placements in
which it participates. If any of the information provided in this Form changes,
the Placee must notify the Exchange prior to participating in further placements
with Exchange listed Issuers. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange. 

	1. 	
      Placee Information:

	 	 	 
		(a) 	
      Name:
      ______________________________________________________________________________________________

	 	 	 
		(b) 	
      Complete Address:
      ____________________________________________________________________________________

	 	 	 
		(c) 	
      Jurisdiction of Incorporation or creation:
      ____________________________________________________________________

	 	 	 
	2. 	
      (a) Is the Placee purchasing securities as a portfolio
      manager:
    (Yes/No)?___________________________________________________

	 	 	 
		(b) 	
      Is the Placee carrying on business as a portfolio manager
      outside of Canada: (Yes/No)? __________

	 	 	 
	3. 	
      If the answer to 2(b) above was “Yes”, the undersigned
      certifies that:

	 	 	 
		(a) 	
      it is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the client’s express
      consent to a transaction;

	 	 	 
		(b) 	
      it carries on the business of managing the investment
      portfolios of clients through discretionary authority granted by those
      clients (a “portfolio manager” business) in 
____________________
      [jurisdiction], and it is permitted by law to carry on a portfolio manager
      business in that jurisdiction;

	 	 	 
		(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

	 	 	 
		(d) 	
      the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and

	 	 	 
		(e) 	
      it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.

	 	 	 
	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of Control Persons of the
Placee:





	Name * 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







- C2 - 

* If the Control Person is not an
individual, provide the name of the individual that makes the investment
decisions on behalf of the Control Person. 

	5. 	
      Acknowledgement - Personal Information and Securities
      Laws

	 	 	 
		(a) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information contained in sections 1,
      2 and 4, as applicable, of this Form.



The undersigned hereby acknowledges and
agrees that it has obtained the express written consent of each individual to:


	 	(i) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 	 
	 	(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.




	 	(b) 	
      The undersigned acknowledges that it is bound by the
      provisions of applicable Securities Law, including provisions concerning
      the filing of insider reports and reports of
  acquisitions.



Dated and certified (if applicable), acknowledged and agreed,
at _______________________________ on _______________________________

	 	 
	 	(Name of Purchaser - please print) 
	 	 
	 	 
	 	(Authorized Signature) 
	 	 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(Please print name of individual whose
      signature appears above) 


THIS IS NOT A PUBLIC DOCUMENT 




SCHEDULE “B” 

ACKNOWLEDGEMENT – PERSONAL INFORMATION

	1. 	
      TSX Venture Exchange Inc. and its affiliates, authorized
      agents, subsidiaries and divisions, including the TSX Venture Exchange
      (collectively referred to as the “Exchange”) collect Personal Information
      in certain Forms that are submitted by the individual and/or by an Issuer
      or Applicant and use it for the following
purposes:




	 	(a) 	
      to conduct background checks;

	 	 	 
	 	(b) 	
      to verify the Personal Information that has been provided
      about each individual;

	 	 	 
	 	(c) 	
      to consider the suitability of the individual to act as
      an officer, director, insider, promoter, investor relations provider or,
      as applicable, an employee or consultant, of the Issuer or
    Applicant;

	 	 	 
	 	(d) 	
      to consider the eligibility of the Issuer or Applicant to
      list on the Exchange;

	 	 	 
	 	(e) 	
      to provide disclosure to market participants as to the
      security holdings of directors, officers, other insiders and promoters of
      the Issuer, or its associates or affiliates;

	 	 	 
	 	(f) 	
      to conduct enforcement proceedings; and

	 	 	 
	 	(g) 	
      to perform other investigations as required by and to
      ensure compliance with all applicable rules, policies, rulings and
      regulations of the Exchange, securities legislation and other legal and
      regulatory requirements governing the conduct and protection of the public
      markets in Canada.



As part of this process, the Exchange
also collects additional Personal Information from other sources, including but
not limited to, securities regulatory authorities in Canada or elsewhere,
investigative, law enforcement or self-regulatory organizations, regulations
service providers and each of their subsidiaries, affiliates, regulators and
authorized agents, to ensure that the purposes set out above can be
accomplished. 

The Personal Information the Exchange
collects may also be disclosed: 

	 	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 	 
	 	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.




		
      The Exchange may from time to time use third parties to
      process information and/or provide other administrative services. In this
      regard, the Exchange may share the information with such third party
      service providers.

	 	 
	2. 	
      The Commissions may indirectly collect the Personal
      Information under the authority granted to them by securities legislation.
      The Personal Information is being collected for the purposes of the
      administration and enforcement of the securities legislation of the
      jurisdiction of each such Commission.



For questions about the collection of Personal Information by
the British Columbia Securities Commission, please contact the Administrative
Assistant to the Director of Corporate Finance, 12th Floor, 701 West Georgia
Street, Box 10142, Vancouver, BC V7Y 1L2, phone: (604) 899-6854. 




- C2 - 

Schedule C – Form of Guarantee