Argentex Mining Corporation - Exhibit 4.12 - Filed by newsfilecorp.com






 

 

 

 

INVESTMENT AGREEMENT 

 

- AMONG - 

 

ARGENTEX MINING CORPORATION 

 

- AND - 

 

AUSTRAL GOLD LIMITED 




INVESTMENT AGREEMENT 

TABLE OF CONTENTS 

INVESTMENT AGREEMENT 

THIS AGREEMENT, dated as of the 2nd day of July, 2013 (the
“Effective Date”), is made by and between ARGENTEX MINING
CORPORATION, a British Columbia company with an address at 835 – 1100
Melville St., Vancouver, British Columbia, Canada V6E 4A6 and AUSTRAL GOLD
LIMITED ACN 075 860 472, an Australian public company incorporated in New South
Wales with an address at Level 2, 80 William Street, Sydney, New South Wales
2011, Australia. 

WHEREAS: 

	A. 	
      Pursuant to the Term Sheet and the Subscription
      Agreement, the Shareholder has agreed to subscribe for 8,632,000 Units
      from the Company;

	 	 
	B. 	
      Pursuant to the Term Sheet and the Subsidiary
      Subscription Agreement, the Subsidiary has agreed to subscribe for 242,824
      Units and the Convertible Debenture; and

	 	 
	C. 	
      Also pursuant to the Term Sheet, the Shareholder and the
      Company wish to enter into this Investment Agreement in order to establish
      anti-dilution, board representation and related matters, all as more
      particularly set forth in this Investment
Agreement.



NOW THEREFORE, for and in consideration of the mutual
agreements set forth in this Investment Agreement and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each party), the parties hereby agree as follows: 

ARTICLE 1 
INTERPRETATION 

1.1   
    Definitions. 

Wherever used in this Investment Agreement, unless the context
otherwise requires, the following words and terms will have the following
meanings: 

	 	(a) 	
      “Acceptance” has the meaning attributed in Section
      4.3 of this Investment Agreement;

	 	 	 
	 	(b) 	
      “Accepted Shares” has the meaning attributed in
      Section 4.3 of this Investment Agreement;

	 	 	 
	 	(c) 	
      “Act” means the Securities Act (British
      Columbia), and the regulations thereto, all as supplemented and amended
      from time to time;

	 	 	 
	 	(d) 	
      “Affiliate” means:







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	 	(i) 	
      in the case of the Shareholder, 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 Investment Agreement, and

	 	 	 	 
	 	(iii) 	
      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 also Controls that party;




	 	(e) 	
      “Annual Nomination Date” means, for each calendar
      year after 2013, the date that is 120 days prior to the anniversary of the
      date upon which the Company’s annual general meeting was held during the
      preceding calendar year.

	 	 	 	 	 
	 	(f) 	
      “Associate” means, if used to indicate a
      relationship with any person,

	 	 	 	 	 
	 		(i) 	
      a partner, other than a limited partner, of that
      person,

	 	 	 	 	 
	 		(ii) 	
      a trust or estate in which either that person:

	 	 	 	 	 
	 			A. 	
      has a substantial beneficial interest or for which that
      person serves as trustee, executor or in a similar capacity; or

	 	 	 	 	 
	 			B. 	
      beneficially owns or controls, directly or indirectly,
      voting securities carrying more than 10% of the voting rights attached to
      all outstanding voting securities of that trust or
  estate,




	 	(iii) 	
      a company in respect of which that person beneficially
      owns or controls, directly or indirectly, voting securities carrying more
      than 10% of the voting rights attached to all outstanding voting
      securities of the company, or

	 	 	 
	 	(iv) 	
      a relative, including the spouse, of that person or a
      relative of that person's spouse, if the relative has the same residential
      address as that person;




	 	(g) 	
      “Board” means the board of directors of the
      Company from time to time;

	 	 	 
	 	(h) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or bank holiday in Vancouver (Canada), 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 Shareholder to the Company on or before the beginning of each
      calendar year during the Term of this Investment
  Agreement;







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	 	(i) 	
      “Company” means Argentex Mining Corporation, a
      corporation organized under the laws of the Province of British Columbia,
      Canada;

	 	 	 	 
	 	(j) 	
      “Control” means:

	 	 	 	 
	 		(i) 	
      the right to exercise a sufficient number of votes which
      may be cast at a general meeting of, or otherwise by, 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);

	 	 	 	 
	 	(k) 	
      “Convertible Debenture” means the Convertible
      Debenture issued by the Company to the Subsidiary on the Effective Date
      pursuant to the Subsidiary Subscription Agreement, which is convertible in
      to 8,389,176 Units pursuant to its terms;

	 	 	 	 
	 	(l) 	
      “Directors” means the persons who are, from time
      to time, elected or appointed directors of the Company and
      “Director” means any one of them;

	 	 	 	 
	 	(m) 	
      “Effective Date” means the date of this Investment
      Agreement as shown on the first page;

	 	 	 	 
	 	(n) 	
      “Equity Financing” means an offering or issue of
      Shares, or a security convertible or exchangeable for Shares, issued by
      the Company for valuable consideration after the Effective Date, but
      excluding:

	 	 	 	 
	 		(i) 	
      options, Shares or Share equivalents issued pursuant to
      an equity incentive plan, Shares issued pursuant to the exercise of stock
      options that were issued pursuant to an equity incentive plan or Shares
      issued pursuant to the exercise of warrants issued prior to March 22,
      2013,

	 	 	 	 
	 		(ii) 	
      prior to the first anniversary of the Effective Date, any
      transaction with the Shareholder or any of its Affiliates or Associates in
      which Shares are issued, and

	 	 	 	 
	 		(iii) 	
      from and after the first anniversary of the Effective
      Date, any transaction in which Shares are issued to any Person in (A)
      exchange for consideration other than cash and (B) any corporate
      reorganization, merger, amalgamation, arrangement or similar
      transaction;

	 	 	 	 
	 	(o) 	
      “Initial Director” means the person nominated by
      the Shareholder and appointed as a Director by the Board pursuant to
      Section 2.1 of this Investment Agreement;







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	 	(p) 	
      “Investment Agreement” means this Investment
      Agreement, together with any amendments hereto or replacements
    hereof;

	 	 	 
	 	(q) 	
      “New Shares” means Shares or another security of
      the Company that is convertible into or exchangeable for Shares sold in an
      Equity Financing;

	 	 	 
	 	(r) 	
      “Offered Shares” has the meaning attributed in
      Section 4.2 of this Investment Agreement;

	 	 	 
	 	(s) 	
      “Offering” means the issue by the Company to the
      Shareholder and the Subsidiary, respectively and on a private placement
      basis, of the Convertible Debenture and 8,874,824 Units (of which
      8,632,000 were issued to the Shareholder and 242,824 were issued to the
      Subsidiary), which was completed on the date hereof pursuant to the Term
      Sheet, the Subscription Agreement, the Subsidiary Subscription Agreement
      and the Convertible Debenture;

	 	 	 
	 	(t) 	
      “Offering Notice” has the meaning attributed in
      Section 4.2 of this Investment Agreement;

	 	 	 
	 	(u) 	
      “Offering Period” has the meaning attributed in
      Section 4.3 of this Investment Agreement;

	 	 	 
	 	(v) 	
      “Offering Price” has the meaning attributed in
      Section 4.2 of this Investment Agreement;

	 	 	 
	 	(w) 	
      “party” means either of the Corporation or the
      Shareholder, as the context may require, and “parties” means both of
      them;

	 	 	 
	 	(x) 	
      “Person” means any individual, corporation,
      partnership, limited partnership, trustee, trust or unincorporated
      association, joint venture, syndicate, sole proprietorship, executor,
      administrator, or other legal representative, regulatory body, or agency,
      government, governmental agency, authority or entity, however designated
      or constituted;

	 	 	 
	 	(y) 	
      “Qualified Person” means a natural person that is
      not disqualified pursuant to conflict of interest, applicable law or
      regulation or the rules of any stock exchange upon which the Shares are
      listed and, when used in relation to a nominee for director, includes
      acceptance by any stock exchange on which the Shares are listed (if and to
      the extent such acceptance is required by the rules of that stock
      exchange);

	 	 	 
	 	(z) 	
      “Shareholder” means Austral Gold Limited ACN 075
      860 472, an Australian public company incorporated under the laws of New
      South Wales;

	 	 	 
	 	(aa) 	
      “Share” means one common share in the capital of
      the Company;

	 	 	 
	 	(bb) 	
      “Shareholder’s Director” means the Qualified
      Person nominated by the Shareholder to the Board pursuant to Article 2 of
      this Investment Agreement and includes, until the Company’s annual general meeting for
  calendar year 2013, the Initial Director;








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	 	(cc) 	
      “Subscription Agreement” means both the
      Subscription Agreement for Units dated of even date with this Investment
      Agreement between the Company and the Shareholder pursuant to which the
      Company and the Shareholder have agreed to and completed the Offering and
      the Subsidiary Subscription Agreement;

	 	 	 	 
	 	(dd) 	
      “Subsidiary” means Austral Argentina
  S.A.;

	 	 	 	 
	 	(ee) 	
      “Subsidiary Subscription Agreement” means the
      Subscription Offer for the Convertible Debenture pursuant to which the
      Company and the Subsidiary have agreed to and completed the sale and
      purchase of the Convertible Debenture;

	 	 	 	 
	 	(ff) 	
      “Term Sheet” means the document titled Argentex
      Mining Corporation Summary of Material Terms and Conditions in connection
      with Austral Gold Investment in Argentex Mining Corporation common shares
      executed as of March 22nd, 2013;

	 	 	 	 
	 	(gg) 	
      “Transfer” includes:

	 	 	 	 
	 		(i) 	
      any direct or indirect sale, exchange, assignment, gift,
      bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a
      security interest or other arrangement by which possession, legal title or
      beneficial ownership passes from one Person to another, or to the same
      Person in a different capacity; or

	 	 	 	 
	 		(ii) 	
      any disposition by way of option, right or privilege
      capable of becoming an agreement or option,

	 	 	 	 
	 			
      whether or not voluntarily and whether or not for value,
      and any agreement to effect any of the foregoing, and the words
      “Transferred”, “Transferring” and

	 	 	 	 
	 		
      similar words have corresponding meanings;

	 	 	 	 
	 	(hh) 	
      “Unit” means one Share and one-half of one
      Warrant;

	 	 	 	 
	 	(ii) 	
      “Unit Shares” means the 8,632,000 Shares purchased
      by the Shareholder in the Offering and the 242,824 Shares purchased by the
      Subsidiary in the Offering;

	 	 	 	 
	 	(jj) 	
      “Warrant” means a whole common share purchase
      warrant issued by the Company in the Offering and entitling the holder to
      purchase one Share at an exercise price of $0.40 for a period of five
      years expiring on the fifth anniversary of the Effective Date;
  and

	 	 	 	 
	 	(kk) 	
      “Warrant Certificate” means the form of
      certificate issued by the Company to the Shareholder and the Subsidiary,
      respectively, containing the terms and conditions of the
  Warrant.








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1.2    
   Headings and Division 

The headings in this Investment Agreement and the division of
this Investment Agreement into Articles and Sections are for convenience of
reference only and will not affect the interpretation of this Investment
Agreement. 

1.3      
 Number and Gender 

Words importing the singular number only include the plural
number and vice-versa, and words importing one gender only include all genders.


1.4   
    Governing Law 

This Investment Agreement will in all respects be governed
exclusively by and construed in accordance with the laws of Province of British
Columbia, Canada, and the laws of Canada applicable therein. Each of the parties
hereby irrevocably attorns to the jurisdiction of the courts of the Province of
British Columbia (and the Supreme Court of Canada, if necessary). This Section
will not be construed to affect the rights of a party to enforce a judgment or
award outside of British Columbia, including the right to record and enforce a
judgment or award in any other jurisdiction. 

1.5     
  Currency 

Unless otherwise indicated, all dollar amounts referred to in
this Investment Agreement are in Canadian funds. 

ARTICLE 2 
BOARD OF DIRECTORS 

2.1    
   Right to Nominate 

The Shareholder shall be entitled to nominate one Qualified
Person to serve as the Shareholder’s Director on the Board of the Company, all
as set forth in this Article 2. 

2.2   
    Initial Nominee to Board 

Prior to the Effective Date, the Shareholder has nominated
Wayne Hubert to serve as the Initial Director. On or immediately following the
Effective Date the Board shall appoint Mr. Hubert to serve as the Initial
Director. 

2.3     
  Annual Right to Nominate a Director 

At the Company’s annual general meeting to be held during
calendar year 2013, the Company shall include the Initial Director as a nominee
for election to the Board in the meeting materials sent to its shareholders.
During each calendar year thereafter, beginning with calendar year 2014, the
Shareholder shall have the right to nominate one Qualified Person (who may or
may not be the Initial Director) to serve as the Shareholder’s Director on the
Board by sending written notice thereof to the Company on or before the Annual
Nomination Date and the Company shall include that Qualified Person as the Shareholder’s nominee for
election to the Board in the meeting materials sent to its shareholders for that
calendar year. 




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2.4 
      Assistant Secretary


The Company shall appoint one Qualified Person designated by
the Shareholder and reasonably acceptable to the Company to the office of
Assistant Corporate Secretary of the Company. The Assistant Corporate Secretary
of the Company shall be entitled to attend any meeting of the Board that the
Shareholder’s Director is unable to attend, but only as a non-voting observer
and subject, in any event, to the Company’s Articles and the orderly conduct of
any such meeting by the Chair. The Assistant Corporate Secretary shall
acknowledge in writing that s/he is bound by the same fiduciary duties to the
Company as apply to a Director of the Company. 

2.5    
   Submissions to Securities Commissions or Stock
Exchanges 

To the extent that applicable law or regulation or the rules of
any stock exchange on which the Shares may be listed from time-to-time imposes
qualifications or duties on officers and directors of a listed company,
including any requirement that a nominee file any documents, provide any
disclosure or consent to any investigation, the Shareholder’s right to nominate,
and the Company’s obligation to appoint or elect any Qualified Person nominated
by the Shareholder pursuant to this Article 2, shall be subject to compliance by
that nominee with all of those applicable requirements. 

2.6       
Committees of the Board 

The Shareholder shall have the right to nominate the
Shareholder’s Director for membership on such committees of the Board as the
Shareholder may designate from time-to-time, acting reasonably; subject,
however, to the requirement that the Shareholder’s Director be qualified to
serve on any such committee. 

2.7  
     Technical Advisory Board 

The Shareholder shall have the right to nominate one Qualified
Person reasonably acceptable to the Company to the Company ́s Technical Advisory
Board 

2.8   
    Right to Nominate a Replacement 

If the Shareholder’s Director or the Shareholder’s nominee for
the position of Assistant Corporate Secretary or membership on the Company’s
Technical Advisory Board resigns or is removed from such office, the Shareholder
shall have the right to nominate another Qualified Person to serve in that
capacity and, provided that the resignation and nomination of the successor
occurs prior to the Annual Nomination Date or after the annual general meeting
for that calendar year, the Board will appoint the successor in place of the
person that was removed or has resigned. 




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2.9        Indemnity 

The Company agrees to provide both the Shareholder’s Director
and the Shareholder’s nominee to the position of Assistant Corporate Secretary
with an indemnity and it agrees to maintain in effect in their favour a policy
of Directors’ and Officers’ Insurance. 

2.10     
Damages Inadequate 

Each of the parties hereto acknowledges and agrees that damages
at law may be an inadequate remedy for damage or loss incurred as a result of a
breach or threatened breach of this Investment Agreement and hereby agrees that,
in the event of the occurrence of a breach or threatened breach of any provision
hereof, the respective rights and obligations hereunder will be enforceable by
specific performance, injunction, or other equitable remedy. 

ARTICLE 3 
RESTRICTIONS ON SHARE TRANSFER AND
CHARGES ON SHARES 

3.1        Prohibition on Transfer 

Until the first anniversary of the Effective Date and provided
that the Company is not in material breach of its obligations pursuant to
Article 4 of this Investment Agreement or its obligation to deliver Shares upon
a conversion of the Convertible Debenture in accordance with its terms, the
Shareholder and the Subsidiary shall not directly or indirectly Transfer or
otherwise dispose of any right or interest that they or either of them has in
any of the Convertible Debenture, Unit Shares or the Warrants except as provided
in Section 3.3 this Investment Agreement, below. 

3.2        Sales of Warrants After One Year. 

After the first anniversary of the Effective Date and from
time-to-time thereafter, the Shareholder and the Subsidiary may Transfer all or
any part of the Warrants to up to an aggregate of four transferees, provided
that all costs and expenses associated with any such Transfer will be the
responsibility of the Shareholder. Each of the four transferees will thereafter
be permitted to further Transfer all (but not less than all) of the Warrants
held by them but the person to whom such further Transfer is made shall not be
permitted to Transfer any of the Warrants. 

3.3        Permitted Transfers 

Section 3.1 shall not apply to the following Transfers: 

	 	(a) 	
      Sales of Unit Shares to Affiliates. The
      Shareholder and the Subsidiary may from time to time, prior to or after
      the first anniversary of the Effective Date, Transfer all or any part of
      the Unit Shares to an Affiliate in a private “off-the-market” transaction,
      provided that all costs and expenses associated with the Transfer will be
      the responsibility of the Shareholder.

	 	 	 
	 	(b) 	
      Sales of Warrants to Affiliates. The Shareholder
      and the Subsidiary may from time to time, prior to or after the first
      anniversary of the Effective Date, Transfer all of the Warrants to an
      Affiliate, but only as a block transfer in a private
  “off-the-market” transaction, provided that
all costs and expenses associated with the Transfer will be the responsibility
of the Shareholder. 








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ARTICLE 4 
ANTI-DILUTION 

4.1        Defined Terms 

The terms defined in this Article 4 are so defined for the
purposes of this Article 4 only. 

4.2        Anti-Dilution Right 

The Company hereby grants to the Shareholder the right to
maintain its pro-rata interest (including Shares owned by its Affiliates,
including the Subsidiary) in the issued and outstanding Shares from time-to-time
if the Company engages in an Equity Financing. At least fifteen (15) Business
Days prior to the completion of an Equity Financing in which the Company
proposes to issue any New Share, the Company shall make an offer in writing (the
“Offering Notice”) to sell up to a specified number of New Shares (the
“Offered New Shares”) to the Shareholder in accordance with the
provisions of this Article in such number as will enable the Shareholder to
maintain its proportionate pro-rata interest in the issued and
outstanding Shares (including in such calculation Shares owned by the
Shareholder’s Affiliates, including the Subsidiary, and the Shares issuable upon
conversion of the Convertible Debenture), as described below. Each Offering
Notice must specify that it is irrevocable and shall include the terms and
conditions of the proposed issuance in reasonable detail including a description
of the securities to be issued and the price per New Share to be paid by the
subscriber (the “Offering Price”). In the event that an Equity Financing
involves the issuance of New Shares that are or will become exchangeable for or
convertible into Shares, the Shareholder shall be given the right to maintain
its proportionate pro-rata interest (including Shares owned by the
Subsidiary or any other Affiliates of the Shareholder, and the Shares issuable
upon conversion of the Convertible Debenture) at the time of exchange or
conversion (and each such exchange or conversion shall be deemed to be an Equity
Financing for purposes of this Article 4), and the Offering Notice in such event
shall be sent within fifteen Business Days after the date of such exercise or
conversion. 

4.3        Acceptance of Offer 

The Shareholder will have ten (10) Business Days after the date
of its receipt of an Offering Notice (the “Offering Period”) to accept
the offer contained therein by delivering a written notice (the
“Acceptance”) to the Company stating: 

	 	(a) 	
      that it accepts the offer; and

	 	 	 
	 	(b) 	
      the number of New Shares (which may be equal to or less
      than, but which shall not be more than, the number of Offered Shares) that
      the Shareholder (or one or more of the Shareholder’s Affiliates, including
      the Subsidiary) is willing to purchase (the “Accepted New
      Shares”).



If the Company does not receive a duly completed Acceptance
from the Shareholder prior to the end of the Offering Period, then the
Shareholder will be deemed to have refused the offer. 




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4.4        Purchase and Issue Obligations 

Subject to Section 4.5, on the date that is ten (10) Business
Days after the date upon which the Company receives the Acceptance (or on such
other date as the Company and the Shareholder may agree in writing but in no
event prior to the date of completion of the Equity Financing) the Company will
allot and issue to the Shareholder (and/or to the Affiliate or Affiliates
designated by the Shareholder in the Acceptance), and the Shareholder (and/or
the Affiliate or Affiliates designated by the Shareholder in the Acceptance)
will purchase from the Company, for cash in an amount equal to the Offering
Price and on the terms specified in the offer, the Accepted New Shares. 

4.5        Pricing if Consideration is Other Than Cash 

In the event that the consideration received by the Company for
New Shares in an Equity Financing is in a form other than cash, the Offering
Price shall be the cash equivalent thereof, as determined by the Board, acting
reasonably. 

4.6        Pro Rata Determination 

	 	(a) 	
      For the purpose of Subsection 4.2, above, the number of
      Offered New Shares (“X”) will be calculated as
    follows:

	 	 	 	 
	 		(i) 	
      First, the percentage of issued and outstanding Shares
      owned by the Shareholder (including Shares owned by the Subsidiary and any
      other Affiliate of the Shareholder, and the Shares issuable upon
      conversion of the Convertible Debenture) (“d”) immediately
      prior to completion of the Equity Financing shall be determined by
      dividing the number of Shares owned by the Shareholder (and any Affiliate,
      as applicable, and the Shares issuable upon conversion of the Convertible
      Debenture) (“a”) at that time by the total number of Shares
      issued and outstanding (“b”) at that time;

	 	 	 	 
	 		(ii) 	
      Second, the number of Shares issued and outstanding
      (“c”) at the date of the Offering Notice shall be determined
      by adding “b” to the number of Shares issued or proposed to
      be issued in the Equity Financing or, where applicable, issued or proposed
      to be issued upon the exchange or conversion of a convertible security
      issued as a New Share in the Equity Financing (“e”);
    and

	 	 	 	 
	 		(iii) 	
      Third, the percentage of issued and outstanding Shares
      owned by the Shareholder (including those owned by any of its Affiliates,
      including the Subsidiary, and the Shares issuable upon conversion of the
      Convertible Debenture) after completion of the Equity Financing (or, where
      applicable, the exchange or conversion of a convertible security issued as
      a New Share in the Equity Financing) shall be determined by dividing
      (“a”) by (“c”) and multiplying that fraction
      by 100.

	 	 	 	 
	 	(b) 	
      For the purposes of this Investment Agreement, under no
      circumstances may the percentage determined in Subsection 4.6(a)(iii)
      exceed 19.9%.







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4.7        Purchase Mechanism 

If the Shareholder exercises its anti-dilution rights pursuant
to this Article 4, the closing of the issue of the New Shares with respect to
which such right has been exercised shall take place (a) in the case of any
Equity Financing effected by way of a public offering, simultaneously with the
closing of such offering to other investors, (b) in the case of any Equity
Financing effected by way of a private placement offering, upon the later to
occur of the closing of such offering and thirty (30) calendar days after the
giving of notice of such offering, or (c) in the case of an Equity Financing
effected by way of the exchange or conversion of any convertible security, as
provided in Section 4.4, above. Each party agrees to use its commercially
reasonable efforts to secure any regulatory or other consents required, and to
comply with any applicable law or regulation. 

ARTICLE 5 
VOTING AGREEMENT 

For so long as the Shareholder and its Affiliates (including
the Subsidiary) own at least ten percent (10%) of the number of issued and
outstanding Shares or has a Shareholder’s Director on the Board (and, in any
event, at least until the second anniversary of the Effective Date), the
Shareholder shall not (and it shall cause any of its Affiliates or Associates
not to) directly or indirectly, whether alone or acting jointly or in concert
with others, initiate or support any proxy solicitation or other effort to gain
control of the Company or its assets and shall (and shall cause any of its
Affiliates and Associates to) refrain from making any bid for, or otherwise
attempting to acquire legal or beneficial ownership of, an aggregate number of
the issued and outstanding Shares in excess of 19.9% of the total number of
Shares issued and outstanding (on an undiluted basis) (including Shares owned by
Affiliates and Associates of the Shareholder and parties with whom the
Shareholder is acting jointly or in concert) unless mutually agreed to by the
Company and the Shareholder; provided, however, that this clause shall not apply
to a friendly business combination transaction between the Company and the
Shareholder as contemplated in the last clause of the Term Sheet. 

ARTICLE 6 
TERM AND TERMINATION 

This Investment Agreement will commence on the Effective Date
and will terminate on the earlier to occur of the date that (a) the Company and
Shareholder agree in writing to the termination of the Investment Agreement or
(b) the number of Shares owned by the Shareholder (together with those owned by
its Affiliates, including the Subsidiary) represents less than ten per cent
(10%) of the aggregate number of Shares issued and outstanding (on a partially
diluted basis including Shares issuable upon conversion of the Convertible
Debenture but excluding Shares issuable upon the exercise of Warrants). In the
event that this Investment Agreement terminates pursuant to this Paragraph 6,
the termination shall occur automatically and without notice. 




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ARTICLE 7 
GENERAL PROVISIONS 

7.1        Notices 

Any notice required under the terms of this Investment
Agreement must be in writing. Any such notice will be deemed delivered: (a) on
the day of delivery in person; (b) two Business Days after deposit with an
overnight courier; (c) on the date sent by facsimile, if confirmed by
first-class mail; or (d) on the date sent by e-mail, if confirmed by first-class
mail; in each case properly posted and fully prepaid to: 

(i) if to the Company: 

Argentex Mining Corporation 
835-1100 Melville Street,

Vancouver, B.C. V6E 4A6 
Att: President 
email:
Mike@Argentexmining.com 
Fax: (604) 568-1540 
with a copy to: 


Clark Wilson LLP 
900-885 West Georgia Street,

Vancouver, B.C. V6C 3H1 
Att: Ethan P. Minsky 
email: epm@cwilson.com

Fax: (604) 687-6314 


(ii) if to the Shareholder: 

Austral Gold Limited 
Level 2, 80 William Street,

Sydney, New South Wales 2011, 
Australia 
Attn: Catherine Lloyd

Email: info@australgold.com.au 
Fax: +61 2 9380 7972 


with a copy to: 

Zang, Bergel & Viñes Abogados 
Florida 537, 18th Floor,

(C1005AAK), Ciudad Autónoma de Buenos Aires, 
Argentina,
Att: Pablo
Vergara del Carril 
Email: p.vergara@zbv.com.ar 
Fax:(+5411) 5166-7070






- 13 - 

7.2        Further Assurances 

The parties will execute and deliver all such further
documents, do or cause to be done all such further acts and things, and give all
such further assurances as may be necessary to give full effect to the
provisions and intent of this Investment Agreement. 

7.3        Covenant. 

The Company will at all times until the earlier of the
termination of this Agreement or the date upon which the last of the Warrants
expires or is exercised, maintain its corporate existence, carry on and conduct
its business in a proper, efficient and businesslike manner and in accordance
with good business practice and will cause to be kept proper books of account in
accordance with generally accepted accounting practices. 

7.4       
Entire Agreement 

This Investment Agreement, together with the Subscription
Agreement, the Subsidiary Subscription Agreement, the Warrant Certificate, the
Convertible Debenture and the Term Sheet (as the same may be amended or
supplemented by the Subscription Agreement, the Subsidiary Subscription
Agreement, this Investment Agreement or the Warrant Certificate or Convertible
Debenture), constitutes the entire agreement between the parties and supersedes
all previous communications, representations, and agreements, whether oral or
written, between the parties with respect to the subject matter thereof, there
being no representations, warranties, terms, conditions, undertakings, or
collateral agreements (express, implied, or statutory), between the parties
other than as expressly set forth in this Investment Agreement, the Subscription
Agreement and the Term Sheet. 

7.5        Time of the Essence 

Time is of the essence of this Investment Agreement. 

7.6       
Enurement 

This Investment Agreement will enure to the benefit of and be
binding upon the Shareholder and the Company and their respective heirs,
executors, administrators, legal personal representatives and permitted
successors and assigns. 

7.7       
Restriction on Assignment 

This Investment Agreement and the rights, duties, and
obligations of any party hereunder will not be assigned by any party hereto
without the prior written consent of the other parties; provided, however, that
the anti-dilution rights, together with the applicable duties, benefits and
obligations contained in Article 4 of this Investment Agreement, shall be
assigned to the transferee upon any Transfer of Units, Warrants or the
Convertible Debenture to an Affiliate of the Shareholder. Upon any Transfer of
all of the Units and Warrants held by the Shareholder to an Affiliate that is
controlled by Eduardo Sergio Elzstain, the rights, together with the applicable
duties, benefits and obligations contained in Article 2 of this Investment
Agreement shall be assigned to the transferee. 




- 14 - 

7.8        Severability 

If any covenant or other provision of this Investment Agreement
is invalid, illegal or incapable of being enforced by reason of any rule of law
or public policy, then such covenant or other provision will be severed from and
will not affect any other provision of this Investment Agreement, and this
Investment Agreement will be construed as if such invalid, illegal or
unenforceable provision had never been contained in this Investment Agreement.
All other conditions and provisions of this Investment Agreement will,
nevertheless, remain in full force and effect and no covenant or provision will
be deemed dependent upon any other covenant or provision unless so expressed
herein. The parties will in good faith negotiate a mutually acceptable and
enforceable substitute for such invalid, illegal or unenforceable provision,
which substitute will be as consistent as possible with the original intent of
the parties. 

7.9        Amendment 

Except as herein otherwise provided, no subsequent alteration,
amendment, change, or addition to this Investment Agreement will be binding upon
the parties hereto unless reduced to writing and signed by the parties. 

7.10      Waiver


No waiver of any of the provisions of this Investment Agreement
shall constitute a waiver of any other provision (whether or not similar). No
waiver shall be binding unless executed in writing by the party to be bound by
the waiver. 

7.11      Expenses;
Attorney’s Fees 

Each party will be solely responsible for its fees and expenses
in connection with the transactions contemplated herein, including the fees and
expenses of their respective attorneys, accountants, investment bankers and
consultants. 

7.12      Business
Combination 

The parties undertake that, following the Effective Date they
will actively consider and discuss a possible business combination between the
Company and the Shareholder by way of a plan of arrangement, merger, exchange of
shares or any other form or type of business combination mutually acceptable to
both parties. 

7.13     
Confidentiality 

Each party will hold, and will cause its respective Affiliates
and their trustees, directors, officers, employees, agents, consultants and
advisors to hold, in strict confidence, unless disclosure to a regulatory
authority is necessary or desirable in connection with any necessary regulatory
approval or unless compelled to disclose by judicial of administrative process
or, in the opinion of its counsel, by other requirement of applicable law or the
applicable requirements of any regulatory agency or stock exchange, all
non-public records, books, contracts, instruments, computer data and other data
and information (collectively, “Information”) concerning the other party
furnished to it by such other party or its representatives pursuant to this
Investment Agreement, except to the extent that such Information was (i)
previously known by such party on a non-confidential basis, (ii) in the public domain through no
fault of such party, or (iii) lawfully acquired from other sources by the
receiving party, and neither party shall release or disclose such Information to
any other Person except its auditors, attorneys, financial advisors other
consultants and advisors and then only after advising them of the confidential
nature of the Information (and each party shall be responsible for any
disclosure by its auditors, attorneys, financial advisors other consultants and
advisors in violation of this Investment Agreement).




- 15 - 

7.14    
 Counterparts and Electronic Delivery 

This Investment Agreement may be executed in counterpart and
such counterparts together shall constitute a single instrument. Delivery of an
executed counterpart of this Investment Agreement by electronic means, including
by facsimile transmission or by electronic delivery in portable document format
(“.pdf”), shall be equally effective as delivery of a manually executed
counterpart hereof. The parties acknowledge and agree that in any legal
proceedings between them respecting or in any way relating to this Investment
Agreement, each waives the right to raise any defense based on the execution
hereof in counterparts or the delivery of such executed counterparts by
electronic means. 

IN WITNESS WHEREOF, the parties hereto have executed this
Investment Agreement as of the Effective Date. 

ARGENTEX MINING CORPORATION

	Per: 	/s/ Mike Brown 
	  	Authorized Signatory 


 

AUSTRAL GOLD LIMITED ACN 075 860 472 

 

	Per: 	/s/ Pablo Vergara Del Carril 
	  	Authorized Signatory 
	  	  
	Per: 	/s/ Nicolas Bendersky 
	  	Authorized Signatory