Argentex Mining Corporation - Exhibit 4.17 - Filed by newsfilecorp.com






TRANSFER OF THIS SECURITY IS RESTRICTED TO PERMITTED
TRANSFERS PURSUANT TO THE TERMS AND CONDITIONS SET OUT IN APPENDIX A TO THIS
WARRANT CERTIFICATE. 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 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 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. 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY 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. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE NOVEMBER 3, 2013.


WARRANT CERTIFICATE 

ARGENTEX MINING CORPORATION.


THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT THE TIME
OF EXPIRY 
(AS DEFINED HEREIN). 

	Warrant Certificate No.: <> 	Right to Purchase <> Common
      Shares 
	Number of Warrants: <> 	  


This is to certify that, for value received, AUSTRAL GOLD
LIMITED ACN 075 860 472, of Level 2, 80 William Street, Sydney, New South
Wales 2011, Australia, is the registered holder of <>
common share purchase warrants (each, a “Warrant”), subject to
adjustment as provided in the Terms and Conditions, of ARGENTEX MINING
CORPORATION (the “Company”). Each Warrant will entitle the Holder,
upon and subject to the terms and conditions attached to this certificate or any
replacement certificate (in either case the “Warrant Certificate”) as
Appendix “A” (the “Terms and Conditions”), to acquire from the Company
one fully paid and non-assessable common share of the Company (each, a
“Warrant Share”) at a price of $0.40 per Share, subject to adjustment as
provided in the Terms and Conditions (the “Exercise Price”) at any time
prior to 5:00 p.m. (Vancouver time) on July 2, 2018 (the “Time of
Expiry”). 




- 2 - 

	 	1. 	
      ONE (1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO
      PURCHASE ONE WARRANT SHARE. THIS CERTIFICATE REPRESENTS <>
      WARRANTS.

	 	 	 
	 	2. 	
      These Warrants are issued subject to the Terms and
      Conditions, and the Holder may exercise the right to purchase Warrant
      Shares only in accordance with the Terms and Conditions.

	 	 	 
	 	3. 	
      Nothing contained herein or in the Terms and Conditions
      will confer any right upon the Holder or any other person to subscribe for
      or purchase any Warrant Shares at any time subsequent to the Time of
      Expiry and from and after such time, these Warrants and all rights under
      this Warrant Certificate will be void and of no
value.



IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be executed. 

DATED at the City of Vancouver, in the Province of British
Columbia, this 2nd day of July, 2013. 

ARGENTEX MINING CORPORATION 

 

	Per: 	/s/Mike Brown 	 
	  	Authorized Signatory 	 






APPENDIX “A” 

TERMS AND CONDITIONS 

TERMS AND CONDITIONS dated July 2, 2013 (the “Terms and
Conditions”), attached to Warrant Certificate No. <> issued by
Argentex Mining Corporation. 

1.        
 INTERPRETATION 

1.1     
  Definitions 

In these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith: 

	 	(a) 	
      “Affiliate” means:

	 	 	 	 	 
	 		(i) 	
      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 the Subscription Agreement pursuant to which this
      Warrant was issued, 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 Controls that party;

	 	 	 	 	 
	 	(b) 	
      “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 that person has a substantial
      beneficial interest or for which that person serves as trustee or in a
      similar capacity,

	 	 	 	 	 
	 		(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 home as
      that person;

	 	 	 	 	 
	 	(c) 	
      “Auditors” means an independent firm of
      accountants duly appointed as auditors of the Company;

	 	 	 	 	 
	 	(a) 	
      “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 Holder
      to the Company on or before the beginning of each calendar year during
  which any of the Warrants are outstanding;








A2 

	 	(b) 	
      "Capital Reorganization" shall have the meaning
      attributed thereto in Section 4.6(d) hereof:

	 	 	 
	 	(c) 	
      "Common Shares" means the common shares which the
      Corporation is authorized to issue as such common shares are constituted
      at the close of business on the Effective Date; provided that in the event
      of any adjustment pursuant to the provisions of Section 4.6 hereof,
      "Common Shares" shall thereafter mean the shares or other
      securities or property resulting from such adjustment;

	 	 	 
	 	(d) 	
      "Common Share Reorganization" shall have the
      meaning attributed thereto in Section 4.6(a) hereof;

	 	 	 
	 	(e) 	
      “Company” means Argentex Mining Corporation until
      a successor corporation will have become such as a result of
      consolidation, amalgamation or merger of the Company with or into any
      other corporation or corporations, or as a result of the conveyance or
      transfer of all or substantially all of the properties and estates of the
      Company as an entirety to any other corporation, and, thereafter,
      “Company” will mean such successor corporation;

	 	 	 
	 	(f) 	
      “Control” means:





	 	(i) 	
      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);

	 	 	 
	 	(g) 	
      "Current Market Price" of the Common Shares at any
      date means the price per share equal to the volume weighted average
      trading price at which the Common Shares have traded on the TSX Venture
      Exchange or, if the Common Shares are not then listed on the TSX Venture
      Exchange, on such other Canadian stock exchange, in the over-the-counter
      market, during the period of any 20 consecutive Trading Days ending not
      more than five Canadian Business Days before such date; provided that the
      weighted average trading price shall be determined by dividing the
      aggregate sale price of all Common Shares sold on the said exchange or
      market, as the case may be, during the said 20 consecutive Trading Days by
      the total number of Common Shares so sold; and provided further that if
      the Common Shares are not then listed on any Canadian stock exchange or
      traded in the over-the-counter market, then the Current Market Price shall
      be determined by a firm of independent chartered accountants selected by
      the Directors;

	 	 	 
	 	(h) 	
      "Director" means a director of the Company for the
      time being, and, unless otherwise specified herein, reference to
      "action by the Directors" means action by the directors
  of the Company as a board or, whenever empowered, action by
  any committee of the directors of the Company;








A3 

	 	(i) 	
      "Dividends Paid in the Ordinary Course" means
      dividends paid in any financial year of the Company, whether in (i) cash,
      (ii) shares of the Company, (iii) warrants or similar rights to purchase
      any shares of the Company or property or other assets of the Company at a
      purchase or exercise price of at least 110% of the fair market value of
      the shares or property or other assets purchaseable as of the date of
      distribution of such warrants or similar rights, or (iv) property or other
      assets of the Company, as the case may be, as determined by action by the
      Directors except that, in the case of warrants or similar rights to
      purchase Common Shares or securities convertible into or exchangeable for
      Common Shares such fair market value of the warrants or similar rights
      shall be equal to the number of Common Shares which may be purchased
      thereby (or the number of Common Shares issuable upon conversion or
      exchange) as of the date of distribution of such warrants or similar
      rights, multiplied by the Current Market Price of the Common Shares on the
      date of such distribution, provided that the value of such dividends does
      not in such financial year in the aggregate exceed the greater
  of:

	 	 	 	 
	 		(i) 	
      200% of the aggregate amount of dividends paid by the
      Company on the Common Shares in the 12-month period ending immediately
      prior to the first day of such financial year, and

	 	 	 	 
	 		(ii) 	
      60% of the consolidated net earnings from continuing
      operations of the Company, before any extraordinary items, for the
      12-month period ending immediately prior to the first day of such
      financial year (such consolidated net earnings from continuing operations
      to be computed in accordance with generally accepted accounting principles
      in the United States of America);





	 	(j) 	
      "Effective Date" means the date of issue of the
      Warrants;

	 	 	 
	 	(k) 	
      "Exercise Date" shall have the meaning attributed
      thereto in Section 4.2 hereof;

	 	 	 
	 	(l) 	
      “Exchange” means the TSX Venture Exchange operated
      by TMX Group Limited;

	 	 	 
	 	(m) 	
      “Exercise Price” means $0.40 per Warrant Share,
      subject to adjustment as provided in Section 4.6 hereof;

	 	 	 
	 	(n) 	
      “Exercise Date” has the meaning given to such term
      in Section 4.2(a) hereof;

	 	 	 
	 	(o) 	
      “Expiry Date” means July 2, 2018;

	 	 	 
	 	(p) 	
      “herein”, “hereby” and similar expressions
      refer to these Terms and Conditions as the same may be amended or modified
      from time to time;

	 	 	 
	 	(q) 	
      “Holder” means the holder of the
  Warrants;

	 	 	 
	 	(r) 	
      “Issuance Date” means the date hereof;

	 	 	 
	 	(s) 	
      “person” and “Person” means a natural
      person, corporation, limited liability corporation, unlimited liability
      corporation, joint stock corporation, partnership,
  limited partnership, limited liability partnership, trust,
      trustee, any unincorporated organization, joint venture or any other
  entity;








A4 

	 	(t) 	
      "Rights Offering" means any of the events
      described in subsection 4.6(b) hereof;

	 	 	 	 
	 	(u) 	
      “Section” followed by a number refers to the
      specified Section of these Terms and Conditions;

	 	 	 	 
	 	(v) 	
      “Shares” means the common shares in the capital of
      the Company as constituted at the date hereof and any Shares resulting
      from any subdivision or consolidation of the Shares;

	 	 	 	 
	 	(w) 	
      "Special Distribution" shall have the meaning
      attributed thereto in Section 4.6(c) hereof;

	 	 	 	 
	 	(x) 	
      “Subscription Form” has the meaning given to such
      term in Section 4.1(a) hereof;

	 	 	 	 
	 	(y) 	
      “Time of Expiry” means 5:00 pm (Vancouver Time) on
      the Expiry Date;

	 	 	 	 
	 	(z) 	
      "Trading Day" with respect to a stock exchange
      means a day on which such stock exchange is open for business and with
      respect to the over-the-counter market means a day on which shares may be
      traded through the facilities of such over-the-counter market;

	 	 	 	 
	 	(aa) 	
      “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;

	 	 	 
	 	(bb) 	
      “Warrant Certificate” means the Warrant
      Certificate attached to these Terms and Conditions;

	 	 	 
	 	(cc) 	
      “Warrants” means the warrants issued hereunder,
      each one of which warrants will entitle the holder thereof to purchase one
      Common Share for an exercise price of $0.40 at any time up to the Time of
      Expiry, subject to adjustment in accordance with Section 4.6 hereof;
      and

	 	 	 
	 	(dd) 	
      “Warrant Shares” means the Shares issuable upon
      exercise of the Warrants.



1.2        Gender


Words importing the singular number include the plural and vice
versa and words importing the masculine gender include the feminine and neuter
genders. 




A5 

1.3        Interpretation
not affected by Headings 

The division of these Terms and Conditions into sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation thereof.

1.4        Applicable
Law 

The Warrants will be exclusively construed in accordance with
the laws of the Province of British Columbia. The Warrant Certificate and these
Terms and Conditions are governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable therein. The Holder
irrevocably attorns to the jurisdiction of the courts of the Province of British
Columbia. 

1.5        Currency


Unless otherwise provided, all dollar amounts referred to in
the Warrant Certificate and these Terms and Conditions are in lawful money of
Canada. 

2.         
ISSUE OF WARRANTS 

2.1        Additional
Warrants 

The Company may at any time and from time to time issue
additional warrants or grant options or similar rights to purchase Shares. 

2.2        Warrants
to Rank Pari Passu

All Warrants and additional warrants, options or similar rights
to purchase Shares from time to time issued or granted by the Company will rank
pari passu, whatever may be the actual dates of issue or grant thereof,
or of the dates of the certificates by which they are evidenced. 

2.3        Replacement of
Lost or Damaged Warrant Certificate 

	 	(a) 	
      In case any Warrant Certificate becomes mutilated, lost,
      destroyed or stolen, the Company, at its discretion, may issue and deliver
      a new Warrant Certificate of like date and tenor as the one mutilated,
      lost, destroyed or stolen, in exchange for, in place of, and upon
      cancellation of, such mutilated Warrant Certificate, or in lieu of, and in
      substitution for, such lost, destroyed or stolen Warrant Certificate, and
      the replacement Warrant Certificate will be entitled to the benefit hereof
      and rank equally in accordance with its terms with all other warrants
      issued or to be issued by the Company.

	 	 	 
	 	(b) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant hereto will bear the cost of the issue thereof and, in case of
      loss, destruction or theft, will furnish to the Company such evidence of
      ownership and of loss, destruction or theft of the Warrant Certificate so
      lost, destroyed or stolen as will be satisfactory to the Company in its
      discretion. Such applicant may also be required to furnish indemnity in
      amount and form satisfactory to the Company in its discretion, and will
      pay the reasonable charges of the Company in connection
  therewith.







A6 

2.4        Holder Not a
Shareholder 

The holding of the Warrant Certificate shall not constitute the
Holder thereof a shareholder of the Company, nor entitle him to any right or
interest in respect thereof except as expressly provided in the Warrant
Certificate. 

3.         
NOTICE 

3.1        Notice to
Holders 

Any notice required or permitted to be given to the Holder must
be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Holder appearing on
the Warrant Certificate or to such other address as the Holder may specify by
notice in writing to the Company to the address set forth in Section 3.2, and
any such notice will be deemed to have been given and received by the Holder:
(i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 

3.2        Notice to the
Company 

Any notice required or permitted to be given to the Company
must be in writing and may be delivered in person, by overnight courier or by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy to the address of the Company set forth
below or such other address as the Company may specify by notice in writing to
the Holder to the address of the Holder appearing on the Warrant Certificate,
and any such notice will be deemed to have been given and received by the
Company: (i) if by facsimile or other electronic communication, on successful
transmission; or (ii) if deposited with an overnight courier or hand delivered,
on delivery. 

Notices to the Company shall be
delivered to: 

Argentex Mining Corporation

835-1100 Melville Street 
Vancouver BC V6E 4A6 
Attention: President



with a copy (which shall not constitute
notice) to: 

Clark Wilson LLP 
Barristers and
Solicitors 
900 – 885 West Georgia Street 
Vancouver, BC V6C 3H1 
Attn:
Ethan Minsky 
Fax: 604.687.6314 


4.         
EXERCISE OF WARRANTS 

4.1        Method of
Exercise of Warrants 

The Holder may exercise its right to purchase all or any lesser
number of Warrant Shares at the Exercise Price at any time until the Time of
Expiry by providing the Company with the following documents: 




A7 

	 	(a) 	
      a completed and executed subscription form, in the form
      attached as Appendix B hereto (the “Subscription Form”), for the
      number of Warrant Shares which the Holder wishes to purchase, in the
      manner therein indicated;

	 	 	 
	 	(b) 	
      surrendering the Warrant Certificate, together with the
      executed Subscription Form, to the address set forth in Section 3.2;
      and

	 	 	 
	 	(c) 	
      paying the appropriate Exercise Price, in Canadian funds,
      for the number of Warrant Shares subscribed for, either by bank draft,
      certified cheque or money order, drawn on a Canadian chartered bank and
      payable to the Company in Vancouver, British Columbia at the address set
      forth in Section 3.2. Alternatively, the Exercise Price may be wired to
      the Company or its lawyers pursuant to wiring instructions that will be
      provided to the Holder upon request.




	4.2 	
      Effect of Exercise of Warrants

	 	 	 
		(a) 	
      On the date the Company receives a duly executed
      Subscription Form and the Exercise Price for the number of Warrant Shares
      specified in the Subscription Form (the “Exercise Date”), the
      Warrant Shares so subscribed for will be deemed to have been allotted and
      issued as fully paid and non-assessable Common Shares and the persons to
      whom such Warrant Shares have been deemed to have been allotted and issued
      will be deemed to have become the holder (or holders) of record of such
      Warrant Shares on such date.

	 	 	 
		(b) 	
      As promptly as practicable after the Exercise Date and,
      in any event, within ten (10) Business Days of the Exercise Date, the
      Company shall forthwith cause to be delivered to the person or persons in
      whose name or names the Warrant Shares so subscribed for are to be
      registered as specified in such Subscription Form, and courier to him or
      them at his or their respective addresses specified in such Subscription
      Form, a certificate or certificates for the appropriate number of fully
      paid and non-assessable Warrant Shares, which will not exceed that number
      which the Holder is entitled to purchase pursuant to the Warrant
      Certificate surrendered.



4.3        Subscription
for Less Than Entitlement 

The Holder of any Warrant may subscribe for and purchase a
number of Warrant Shares less than the number which the Holder is entitled to
purchase pursuant to the surrendered Warrant Certificate. In the event of any
purchase of a number of Warrant Shares less than the number which can be
purchased pursuant to the Warrant Certificate, the Holder, upon exercise
thereof, shall be entitled to receive a new Warrant Certificate, in the form of
this Warrant Certificate with an appropriate adjustment to the number of
outstanding Warrants, in respect of the balance of the Warrant Shares which the
Holder was entitled to purchase pursuant to the surrendered Warrant Certificate
and which were not then purchased. 

4.4        Warrants for
Fractions of Warrant Shares 

To the extent that the Holder of any Warrant is entitled to
receive on the exercise or partial exercise thereof a fraction of a Warrant
Share, such right may be exercised in respect of such fraction only in
combination with another Warrant or other Warrants which, in the aggregate,
entitle the Holder to receive a whole number of such Warrant Shares. 




A8 

4.5        Expiration of
Warrants 

After the Time of Expiry, all rights under the Warrant
Certificate and these Terms and Conditions shall wholly cease and terminate and
the Warrants shall be void and of no further force and effect. 

4.6        Adjustment of
Exercise Price and Number of Common Shares Purchaseable Upon Exercise

The Exercise Price and the number of Common Shares that may be
purchased upon the exercise of the Warrants shall be subject to adjustment from
time to time in the events and in the matter provided the following subsections:


	 	(a) 	
      Stock Dividend; Distribution of Common Shares;
      Subdivision; Consolidation: If at any time after the Effective Date
      but prior to the Expiry Date, the Company shall:

	 	 	 	 
	 		(i) 	
      fix a record date for the issue of, or issue, Common
      Shares or securities exchangeable for or convertible into Common Shares to
      the holders of all or substantially all of the outstanding Common Shares
      by way of a stock dividend or otherwise, other than as a Dividend Paid In
      the Ordinary Course;

	 	 	 	 
	 		(ii) 	
      fix a record date for the distribution to, or make a
      distribution to, the holders of all or substantially all of the
      outstanding Common Shares payable in Common Shares or securities
      exchangeable for or convertible into Common Shares, other than as a
      Dividend Paid In The Ordinary Course;

	 	 	 	 
	 		(iii) 	
      subdivide, re-divide or change the outstanding Common
      Shares into a greater number of Common Shares; or

	 	 	 	 
	 		(iv) 	
      consolidate, reduce or combine the outstanding Common
      Shares into a lesser number of Common Shares,



(any of such events in Section 4.6 (a)(i), (ii), (iii) and (iv)
above being herein called a "Common Share Reorganization"), then the
Exercise Price shall be adjusted on the earlier of the record date on which
holders of Common Shares are determined for the purposes of the Common Share
Reorganization and the effective date of the Common Share Reorganization to the
amount determined by multiplying the Exercise Price in effect immediately prior
to such record date or effective date, as the case may be, by a fraction: 

	 	A. 	
      the numerator of which shall be the number of Common
      Shares outstanding on such record date or effective date, as the case may
      be, before giving effect to such Common Share Reorganization;
and

	 	 	 
	 	B. 	
      the denominator of which shall be the number of Common
      Shares which will be outstanding immediately after giving effect to such
      Common Share Reorganization (including in the case of the distribution of
      securities exchangeable for or convertible into Common Shares the number
      of Common Shares that would have been outstanding had all of such
      securities been exchanged for or converted into Common Shares on such
      date).






A9 

To the extent that any adjustment in the Exercise Price occurs
pursuant to this Section 4.6(a) as a result of the fixing by the Company of a
record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be
readjusted immediately after the expiry of any relevant exchange or conversion
right to the Exercise Price which would then be in effect based upon the number
of Common Shares actually issued and remaining issuable after such expiry and
shall be further readjusted in such manner upon the expiry of any further such
right. If the Holder has not exercised his right to subscribe for and purchase
Common Shares on or prior to the record date of such stock dividend or
distribution or the effective date of such subdivision or consolidation, as the
case may be, upon the exercise of such right thereafter he shall be entitled to
receive and shall accept in lieu of the number of Common Shares then subscribed
for and purchased, at the Exercise Price determined in accordance with this
subsection 4.6(a), the aggregate number of Common Shares that the Holder would
have been entitled to receive as a result of such Common Share Reorganization
if, on such record date or effective date, as the case may be, the Holder had
been the holder of record of the number of Common Shares so subscribed for and
purchased. 

	 	(b) 	
      Issue of Rights, Options or Warrants: If at any
      time and from time to time after the Effective Date but prior to the
      Expiry Date, the Company shall fix a record date for the issue or
      distribution to the holders of all or substantially all of the outstanding
      Common Shares of rights, options or warrants pursuant to which such
      holders are entitled, during a period expiring not more than 45 days after
      the record date for such issue (such period being the "Rights
      Period"), to subscribe for or purchase Common Shares or securities
      exchangeable for or convertible into Common Shares at a price per share to
      the holder (or in the case of securities exchangeable for or convertible
      into Common Shares, at an exchange or conversion price per share) at the
      date of issue of such securities of less than 95% of the Current Market
      Price of the Common Shares on such record date (any of such events being
      called a "Rights Offering"), the Exercise Price shall be adjusted
      effective immediately after the record date for such Rights Offering to
      the amount determined by multiplying the Exercise Price in effect on such
      record date by a fraction:

	 	 	 	 	 	 
	 		(i) 	
      the numerator of which shall be the aggregate
  of:

	 	 	 	 	 	 
	 			A. 	
      the number of Common Shares outstanding on the record
      date for the Rights Offering, and

	 	 	 	 	 	 
	 			B. 	
      the quotient determined by dividing:

	 	 	 	 	 	 
	 				I. 	
      either (a) the product of the number of Common Shares
      offered during the Rights Period pursuant to the Rights Offering and the
      price at which such Common Shares are offered, or, (b) the product of the
      exchange or conversion price of the securities so offered and the number
      of Common Shares for or into which the securities offered pursuant to the
      Rights Offering may be exchanged or converted, as the case may be,
    by

	 	 	 	 	 	 
	 				II. 	
      the Current Market Price of the Common Shares as of the
      record date for the Rights Offering; and




	 	(ii) 	
      the denominator of which shall be the aggregate of the
      number of Common Shares outstanding on such record date and the number of
      Common Shares offered pursuant to the Rights Offering (including in the
      case of the issue or distribution of securities exchangeable for or
      convertible into Common Shares the number of Common Shares for or into
      which such securities may be exchanged or
converted).







A10 

	 	(c) 	
      Special Distributions: If at any time after the
      Effective Date but prior to the Expiry Date, the Company shall fix a
      record date for the payment, issue or distribution to the holders of all
      or substantially all of the outstanding Common Shares
of:



(i)        shares of the
Company or any other corporation of any class other than Common Shares; 

(ii)        rights,
options or warrants to acquire Common Shares or securities exchangeable for or
convertible into Common Shares (other than a Rights Offering); 

(iii)        evidence of
indebtedness of the Company; or 

(iv)        any cash or
other property or assets of the Company, 

and if such issue or distribution does not constitute a
Dividend Paid In The Ordinary Course, a Common Share Reorganization or a Rights
Offering (any of such non-excluded events being herein called a "Special
Distribution"), the Exercise Price shall be adjusted effective immediately
after the record date for the Special Distribution to the amount determined by
multiplying the Exercise Price in effect on the record date for the Special
Distribution by a fraction: 

       A.        the
numerator of which shall be the difference between 

       I        the
product of the number of Common Shares outstanding on such record date and the
Current Market Price of the Common Shares on such record date, and 

       II       
the fair market value, as determined in good faith by the Directors (whose
determination shall be conclusive, subject to the prior written consent, if
required, of any stock exchange on which the Common Shares are then listed) of
such dividend, cash, securities, rights, options, warrants, evidences of
indebtedness or property or assets to be issued or distributed in the Special
Distribution, and 

       B        the
denominator of which shall be the product obtained by multiplying the number of
Common Shares outstanding on such record date by the Current Market Price of the
Common Shares on such record date. 

Any Common Shares owned by or held for the account of the
Company shall be deemed not to be outstanding for the purpose of such
calculation. To the extent that any adjustment in the Exercise Price occurs
pursuant to this Section 4.6(c) as a result of the fixing by the Company of a
record date for the issue or distribution of rights, options or warrants to
acquire Common Shares or securities exchangeable for or convertible into Common
Shares referred to in this Section 4.6(c), the Exercise Price shall be
readjusted immediately after the expiry of any relevant exercise, exchange or
conversion right to the amount which would then be in effect based upon the
number of Common Shares issued and remaining issuable after such expiry and
shall be further readjusted in such manner upon the expiry or such right. 

	 	(d) 	
      Reclassification of Common Shares; Consolidation;
      Amalgamation; Merger: If at any time after the Effective Date but
      prior to the Expiry Date there shall occur:







A11 

	 	(i) 	
      a reclassification or re-designation of the Common
      Shares, a change of the Common Shares into other shares or securities or
      any other capital reorganization involving the Common Shares other than a
      Common Share Reorganization;

	 	 	 
	 	(ii) 	
      a consolidation, arrangement, amalgamation or other
      business combination of the Company with or into another body corporate
      which results in a reclassification or re-designation of the Common Shares
      or a change of the Common Shares into other shares or securities;
  or

	 	 	 
	 	(iii) 	
      the transfer, sale, lease or exchange of the undertaking
      or assets of the Company as an entirety or substantially as an entirety to
      another corporation or entity;



(any of such events being called a "Capital
Reorganization"), after the effective date of the Capital Reorganization the
Holder shall be entitled to receive, and shall accept, for the same aggregate
consideration, upon exercise of the Warrants, in lieu of the number of Common
Shares to which the Holder was theretofore entitled upon the exercise of the
Warrants, the kind and aggregate number of shares and other securities or
property resulting from the Capital Reorganization which the Holder would have
been entitled to receive as a result of the Capital Reorganization if, on the
effective date thereof the Holder had been the registered holder of the number
of Common Shares which the Holder was theretofore entitled to purchase or
receive upon the exercise of the Warrants. If necessary, as a result of any such
Capital Reorganization, appropriate adjustments shall be made in the application
of the provisions of this Warrant with respect to the rights and interests
thereafter of the Holder to the end that the provisions shall thereafter
correspondingly be made applicable as nearly as may reasonably be possible in
relation to any shares or other securities or property thereafter deliverable
upon the exercise of the Warrants. Any such adjustments shall be made by and set
forth in a Warrant supplemental hereto approved by action by the Directors and
shall for all purposes be conclusively deemed to be an appropriate adjustment.


	 	(e) 	
      Adjustment Calculations: If at any time after the
      Effective Date but prior to the Expiry Date any adjustment or readjustment
      in the Exercise Price shall occur pursuant to the provisions of
      subsections 4.6(a), 4.6(b) or 4.6(c) of this Warrant, then the number of
      Common Shares purchasable upon the subsequent exercise of Warrants shall
      be simultaneously adjusted or readjusted, as the case may be, by
      multiplying the number of Common Shares purchasable upon the exercise of
      Warrants immediately prior to such adjustment or readjustment by a
      fraction which shall be the reciprocal of the fraction used in the
      adjustment or readjustment of the Exercise Price.

	 	 	 	 
	 	(f) 	
      Rules Regarding Calculation of Adjustment of Exercise
      Price and Number of Common Shares Purchasable Upon Exercise: For the
      purposes of this Section 4.6, the following subsections shall
  apply:

	 	 	 	 
	 		(i) 	
      Successive Adjustments: Any adjustment made
      pursuant to this Section 4.6 hereof shall be cumulative and made
      successively whenever any event referred to therein shall occur, subject
      to the following subsections of this Section 4.6(f).

	 	 	 	 
	 		(ii) 	
      Minimum Adjustments: No adjustment in the Exercise
      Price shall be required unless such adjustment would result in a change of
      at least 1% in the Exercise Price and no adjustment shall be made in the
      number of Common Shares purchasable upon exercise of a Warrant unless such
      adjustment would result in a change of at least one one-hundreth of a
      Common Share; provided, however, that any adjustments which, except for
      the provisions of this subsection 4.6(f), would otherwise have been
      required to be made, shall be carried forward and taken
  into account in any subsequent adjustment, and provided
      further that in no event shall the Company be obligated to issue
  fractional Common Shares upon the exercise of Warrants.








A12 

	 	(iii) 	
      Mutatis Mutandis Adjustment: Subject to the prior
      written consent of the TSX Venture Exchange or such other stock exchange
      on which the Common Shares may be listed at the relevant time, no
      adjustment in the Exercise Price or in the number or kind of securities
      purchasable upon exercise of a Warrant shall be made in respect of any
      event described in Section 4.6 hereof if the Holder is entitled to
      participate in such event on the same terms mutatis mutandis as if
      the Holder had exercised its Warrants prior to or on the effective date or
      record date, as the case may be, of such event.

	 	 	 
	 	(iv) 	
      No Adjustment for Certain Events: No adjustment in
      the Exercise Price or in the number of Common Shares purchasable upon the
      exercise of Warrants shall be made pursuant to this Section 4.6 in respect
      of the issue from time to time of Common Shares pursuant to any
      outstanding warrant of the Company (including this Warrant) or pursuant to
      any stock option, stock purchase or stock bonus plan in effect from time
      to time for directors, officers or employees of the Company and/or any
      Subsidiary of the Company and any such issue, and any grant of options in
      connection therewith, shall be deemed not to be a Common Share
      Reorganization, a Rights Offering nor any other event described in this
      Section 4.6.

	 	 	 
	 	(v) 	
      Other Actions: If at any time after the Effective
      Date but prior to the Expiry Date the Company shall take any action
      affecting the Common Shares, other than an action described in this
      Section 4.6, which in the opinion of the Directors would have a material
      adverse effect upon the rights of the Holder, either or both the Exercise
      Price and the number of Common Shares purchasable upon exercise of
      Warrants shall be adjusted in such manner and at such time by action by
      the Directors, in their sole discretion, but subject to the prior written
      consent of the TSX Venture Exchange or such other stock exchange on which
      the Common Shares may be listed at the relevant time, as may be equitable
      in the circumstances. Failure of the taking of action by the Directors so
      as to provide for an adjustment prior to the effective date of any action
      by the Company affecting the Common Shares shall be deemed to be
      conclusive evidence that the Directors have determined that it is
      equitable to make no adjustment in the circumstances.

	 	 	 
	 	(vi) 	
      Abandonment of Event: If the Company shall set a
      record date to determine the holders of Common Shares for the purpose of
      entitling such holders to receive any dividend or distribution or any
      subscription or purchase rights and shall, thereafter and before the
      distribution to such shareholders of any such dividend, distribution or
      subscription or purchase rights, legally abandon its plan to pay or
      deliver such dividend, distribution or subscription or purchase rights,
      then no adjustment in the Exercise Price or the number of Common Shares
      purchasable upon exercise of this Warrant shall be required by reason of
      the setting of such record date.

	 	 	 
	 	(vii) 	
      Deemed Record Date: In the absence of a resolution
      of the Directors fixing a record date for a Common Share Reorganization, a
      Rights Offering or a Special Distribution, the Company shall be deemed to have fixed
      as the record date therefor the earlier of the date on which holders of
      record of Common Shares are determined for the purpose of participating in
      the Common Share Reorganization, Rights Offering or Special Distribution
      and the date on which the Common Share Reorganization, Rights Offering or
      Special Distribution becomes effective.








A13 

	 	(viii) 	
      Disputes: If a dispute shall at any time arise
      with respect to adjustments of the Exercise Price or the number of Common
      Shares purchasable upon exercise of Warrants, such disputes shall be
      conclusively determined by the Company's Auditors or if they are unable or
      unwilling to act, by such other firm of independent chartered accountants
      as may be selected by action by the Directors and acceptable to the
      Holders of a mathematical majority of the number of Warrants then
      outstanding, acting reasonably, and any such determination shall be
      conclusive evidence of the correctness of any adjustment made under this
      Section 4.6 and shall be binding upon the Company and the
Holder.

	 	 	 
	 	(ix) 	
      Corporate Affairs: As a condition precedent to the
      taking of any action which would require any adjustment in any of the
      subscription rights pursuant to this Warrant, including the Exercise Price
      and the number or class of shares or other securities which are to be
      received upon the exercise hereof, the Company shall use commercially
      reasonable efforts to take any action which may, in the opinion of
      Counsel, be necessary in order that the Company may validly and legally
      issue as fully paid and non-assessable all the shares or other securities
      which the Holder is entitled to receive in accordance with the provisions
      hereof.





	 	(g) 	
      Postponement of Subscription: In any case in which
      this Section 4.6 shall require that an adjustment shall be effective
      immediately after a record date for an event referred to herein, the
      Company may defer, until the occurrence of such event:

	 	 	 	 
	 		(i) 	
      issuing to the Holder of any Warrant, to the extent that
      Warrants are exercised after such record date and before the occurrence of
      such event, the additional Common Shares or other securities issuable upon
      such exercise by reason of the adjustment required by such event;
    and

	 	 	 	 
	 		(ii) 	
      delivering to such Holder any distribution declared with
      respect to such additional Common Shares or other securities after such
      exercise date and before such event,



provided, however, that the Company shall deliver to the Holder
an appropriate instrument evidencing the right of the Holder upon the occurrence
of the event requiring the adjustment, to an adjustment in the Exercise Price or
the number of Common Shares purchasable on the exercise of this Warrant and to
such distributions declared with respect to any additional Common Shares
issuable on the exercise hereof. 

	 	(h) 	
      Notice of Adjustment of Exercise Price and Number of
      Common Shares Purchasable Upon Exercise:

	 	 	 	 
	 		(i) 	
      Notice of Effective or Record Date: At least 10
      days prior to the effective date or record date, as the case may be, of
      any event which requires or might require an adjustment in any of the
      subscription rights pursuant to this Warrant, including the Exercise Price
      and the number of Common Shares which are
purchasable upon the exercise thereof the Company shall file with the
      Holder a Certificate of the Company specifying the particulars of such
      event to the extent then known including, if determinable, the required
  adjustment and the computation of such adjustment.








A14 

	 	(i) 	
      Adjustment Not Determinable: In case any
      adjustment for which a notice pursuant to subsection 4.6(h)(i) hereof has
      been given is not then determinable the Company shall promptly after such
      adjustment is determinable file with the Holder a Certificate of the
      Company setting forth the computation of such
adjustment.





	 	(i) 	
      Determination of Adjustments: If any
      questions at any time arise with respect to the Exercise Price or any
      adjustment provided for in this Section 4.6, such questions will be
      conclusively determined by the Company’s Auditors, or, if they decline to
      so act, by any other firm of certified public accountants or chartered
      accountants registered with the Canadian Public Accountability Board that
      the Company may designate and who will have access to all appropriate
      records, and such determination will be binding upon the Company and the
      Holder.



4.7        Limitation on
Exercise 

Notwithstanding anything else contained herein to the contrary,
the number of Common Shares that may be acquired by the Holder upon the exercise
of this Warrant (or otherwise in respect hereof) shall be limited to the extent
necessary to ensure that, following such exercise (or other issuance) the total
number of Common Shares then beneficially owned by the Holder and its Affiliates
and any other Persons whose beneficial ownership of Common Shares would be
aggregated with the Holder's for purposes of Multilateral Instrument 62-104 –
Takeover Bids and Issuer Bids ("MI 62-104") of the Securities Act
(British Columbia) does not exceed 19.9% of the total number of issued and
outstanding Common Shares including for such purpose the Warrant Shares issuable
upon exercise of the Warrants. For such purposes, beneficial ownership shall be
determined in accordance with Section 1.8(1) of MI 62-104. 

5.        COVENANTS
OF THE COMPANY 

The Company covenants with the Holder that so long as this
Warrant remains outstanding: 

	 	(a) 	
      the Company will reserve and keep available a sufficient
      number of Common Shares for the purpose of enabling the Company to satisfy
      its obligations to issue Common Shares upon the exercise of the Warrants,
      and all Warrants shall, when countersigned and registered as provided
      herein, be valid and enforceable against the Corporation;

	 	 	 
	 	(b) 	
      the Company will not close its transfer books nor take
      any other action which might deprive the Holder of the opportunity of
      exercising the right of purchase pursuant to this Warrant during the
      period of 10 days after the giving of notice of exercise of such Holder’s
      rights or unduly restrict such opportunity;

	 	 	 
	 	(c) 	
      the Company will use its best efforts to maintain a
      listing of the Common Shares on the TSX Venture Exchange or on any other
      recognized North American stock exchange for a period of at least 60
      months following the Effective Date unless Austral Gold Limited (but not
      any transferee then holding a Warrant) consents in writing to a proposal
      pursuant to which the Company proposes not to maintain such a
    listing;







A15 

	 	(d) 	
      if the Company is a party to any transaction in which the
      Company will not be the continuing corporation, the Company shall use
      commercially reasonable efforts to obtain all consents which may be
      necessary or appropriate under Canadian law to enable the continuing
      corporation to give effect to the Warrants; and

	 	 	 
	 	(e) 	
      generally, the Company will use commercially reasonable
      efforts to well and truly perform and carry out all of the acts or things
      to be done by the Company as provided under the Terms and Conditions of
      this Warrant Certificate.



6.        WAIVER
OF CERTAIN RIGHTS 

The Holder, as part of the consideration for the issue of the
Warrants, waives and will not have any right, cause of action or remedy now or
hereafter existing in any jurisdiction against any past, present or future
incorporator, shareholder, director or officer of the Company for the issue of
Warrant Shares pursuant to the exercise of any Warrant, or on any covenant,
agreement, representation or warranty by the Company herein contained or
contained in the Warrant Certificate. 

7.        MODIFICATION
OF TERMS AND CONDITIONS FOR CERTAIN PURPOSES 

From time to time, the Company may, subject to the provisions
herein and acting reasonably and in good faith, modify the Terms and Conditions
hereof, for the purpose of correction or rectification of any ambiguities,
defective provisions, errors or omissions herein. 

8.        TIME
OF ESSENCE 

Time will be of the essence hereof. 

9.        SUCCESSORS


This Warrant Certificate will enure to the benefit of and be
binding upon the Holder, its successors and permitted assigns, and will be
binding upon the Company and its successors. 

10.      WARRANTS NOT
TRANSFERABLE 

Until the first anniversary of the date of this Warrant
Certificate, the Holder shall not directly or indirectly transfer or otherwise
dispose of any of the Warrants except as provided below: 

	 	(a) 	
      Sales to Affiliates. The Holder may from time to
      time Transfer all or any part 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 Holder.

	 	 	 
	 	(b) 	
      Sales of Warrants After One Year. After the first
      anniversary of the Issuance Date and from time-to-time thereafter, the
      Holder may Transfer all or any portion 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
      Holder. 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.







A16 

	 	(c) 	
      Registration. No Transfer shall be effective
      unless and until the Holder notifies the Company of the Transfer and
      provides to the Company such details about the transferee as the Company
      may reasonably require.







APPENDIX B 

SUBSCRIPTION FORM

	TO: 	Argentex Mining Corporation

	  	835-1100 Melville Street 
	  	Vancouver BC V6E 4A6 
		Attention:
    President



	
      The undersigned Holder of the within Warrant Certificate
      hereby subscribes for common shares (the “Shares”) of Argentex
      Mining Corporation (the “Company) pursuant to the within
      Warrant Certificate at $0.40 per Share on and subject to the Terms and
      Conditions of the within Warrant Certificate (the “Warrant Terms”).
      This subscription is accompanied by a certified cheque or bank draft
      payable to or to the order of the Company for the whole amount of the
      purchase price of the Shares, or the Holder has arranged for a wire
      transfer pursuant to instructions provided by the Company. The undersigned
      Holder represents that this subscription will not violate the terms of
      Section 4.9 of the Warrant Terms, and that: 

	 
	(Please check the ONE box applicable):




	[  ]	A. 	
      The undersigned holder (i) at the time of exercise of the
      Warrants is not in the United States; (ii) is not a "U.S. person" as
      defined in Regulation S under the United States Securities Act of 1933, as
      amended (the "U.S. Securities Act"), (iii) is not exercising the
      Warrants on behalf of a "U.S. person"; and (iv) did not execute or deliver
      this subscription form in the United States.

	 	 	 
	[  ]	B. 	
      The undersigned holder has delivered to the Company a
      completed and duly executed copy of a U.S. Accredited Investor Status
      Certificate, the form of which has been supplied to the undersigned by the
      Company, together with evidence that the exercise complies with all
      applicable state securities laws.

	 	 	 
	[  ]	C. 	
      If the holder cannot check box (A) or box (B), the holder
      must contact the Company. If requested by the Company, the undersigned
      holder will deliver to the Company, in a form acceptable to the Company
      and its counsel acting reasonably, an opinion of counsel to the effect
      that an exemption from the registration requirements of the U.S.
      Securities Act for the exercise of the Warrants and the issuance of the
      Warrant Shares is available. For clarity, it will be reasonable, if deemed
      necessary by the Company, for the Company to obtain an independent legal
      opinion from its own counsel, at its own expense, to this
  effect.



The undersigned hereby directs that the Shares hereby
subscribed for be issued and delivered as follows: 

	NAME(S) IN FULL 	 	ADDRESS(ES) 	 	NUMBER OF SHARES 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  	 	TOTAL: 	 	 
    






B2 

(Please print full name in which share certificates are to be
issued, stating whether Mr., Mrs. or Miss is applicable). 

DATED this _____day of ______________________, 20___. 

In the presence of: 

	 	 	 
	Signature of Witness 	 	Signature of Warrant Holder 
	 	 	 
	 	 	 
	Please print below your name and address in full. 	 	  
	 	 	 
	 	 	 
	Name (Mr./Mrs./Miss) 	 	  
	 	 	 
	 	 	 
	Address 	 	  
	 	 	 
	 	 	 
	 	 	 


LEGENDS 

The certificates representing the Shares acquired on the
exercise of the Warrants will bear the following legends, if and as applicable:


THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY 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. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE NOVEMBER 3, 2013. 




B3 

INSTRUCTIONS FOR SUBSCRIPTION FORM

The signature to the Subscription Form must correspond in every
particular with the name written upon the face of the Warrant Certificate
without alteration or enlargement or any change whatever. If there is more than
one subscriber, all must sign. 

In the case of persons signing by agent or attorney or by
personal representative(s), the authority of such agent, attorney or
representative(s) to sign must be proven to the satisfaction of the Company.


The Warrant Certificate and the Subscription Form must be
delivered by hand or by courier.