Argentex Mining Corporation - Exhibit 4.18 - Filed by newsfilecorp.com






GUARANTY 

This Guaranty dated July 2, 2013, is executed and delivered by
AUSTRAL GOLD LIMITED ACN 075 860 472 ("Austral"), of Level 2, 80 William
Street, Sydney, New South Wales, Australia, to SCRN PROPERTIES LTD. of Suite
835-1100 Melville Street, Vancouver, B.C. V6E 4A6 acting through its Argentine
branch SCRN PROPERTIES LTDA, SUCURSAL ARGENTINA, of Av. Santa Fe 1592, 4° H,
(C1060 ABO) Buenos Aires, Argentina. (the “Lender”) and ARGENTEX MINING
CORPORATION, a British Columbia corporation of Suite 835-1100 Melville Street,
Vancouver, B.C V6E 4A6. 

WHEREAS: 

A.          Austral
and the Company are all of the parties to a Term Sheet (the “Term Sheet”)
dated as of March 22, 2013, pursuant to which Austral agreed that it, or any of
its affiliates, would purchase from the Company 17,347,866 Units (as that term
is defined in the Term Sheet) for aggregate proceeds of CDN$5,000,000 (the
“Proceeds”), the Company agreed, among other things, to grant to Austral
certain representation and anti-dilution rights, and both parties agreed to
discuss a possible business combination between them; 

B.          In
light of the fact that Austral’s subsidiary, Austral Gold Argentina S.A.,
(“Austral Argentina”) possessed a large amount of Argentine pesos in
Argentina, Austral requested that the Company accept approximately half of the
Proceeds in the form of Argentine pesos (the “Local Payment”), which
would be converted from Canadian currency at the seller’s reference exchange
rate (tipo de cambio vendedor) as quoted by the BNA in effect immediately
prior to the closing date of the offering referred to in the Term Sheet (the
“Offering”); 

C.          The
Company agreed to accept the Local Payment if Austral accepted all exchange rate
and banking risk presented thereby, it being understood that if Austral paid all
of the Proceeds in Canadian currency, then Austral Argentina would suffer from
the same exchange rate and banking risks presented by the Local Payment because
it would continue to own the pesos comprising the Local Payment; 

D.          In
accepting the exchange rate and banking risk, Austral has specifically
disclaimed responsibility for charges or any negative impact that, in the
absence of Local Funding, the Company would have incurred in any event when
sending funds, including by way of loans or capital contributions to the Lender
in Argentina (and based on the schedule provided pursuant to Section 3.01 of the
Loan Agreement), and for damages suffered by the Company or the Lender that are
due solely to the Company’s or the Lender’s acts or failures to act after
receipt of timely Loan payments; 

E.          In
order to effect Local Payment, the Company has agreed to permit Austral
Argentina to purchase the Convertible Debenture from the Company pursuant to a
Subscription Agreement between Austral Argentina and the Company, and it has
agreed to cause the Lender to make the Loan pursuant to the Loan Documents (as
hereinafter defined and described); 

F.          Although
the Convertible Debenture is denominated in U.S. dollars, the Company has agreed
to accept the subscription price for the Convertible Debenture by way of the
Local Payment (in Argentine pesos at the selling FX rate of BNA in effect on the
Exchange Effective Date), and Austral has agreed to accept the banking and
exchange rate risks presented by the Local Payment; 

G.          The
Company is willing to sell the Convertible Debenture to Austral Argentina,
accept payment therefor in Pesos, and permit the Lender to make the Loan to the
Borrower only if Austral guaranties repayment of the Loan, performance of the Borrower’s covenants
under the Loan Documents and performance of Austral Argentina’s covenants under
the Convertible Debenture; and 

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H.          Austral
has agreed to guaranty repayment of the Loan, performance of Borrower’s
covenants under the Loan Documents and performance of Austral Argentina’s
covenants under the Convertible Debenture. 

Now, therefore, for and in consideration of the recitals set
forth above, to induce the Company to issue and sell the Convertible Debenture
and the Lender to make the Loan, the parties hereto do hereby agree as follows:


	1. 	
      As used in this Guaranty, the following terms have the
      respective meanings indicated:

	 	 	 
		(a) 	
      “Austral Argentina” has the meaning attributed to
      it in Recital B of this Guaranty, above.

	 	 	 
		(b) 	
      “BNA” means Banco de la Nación
Argentina.

	 	 	 
		(c) 	
      “Borrower” means Sociedad Italiana de Socorros
      Mutuos Proteccion Familia Italiana de Correa.

	 	 	 
		(d) 	
      “Business Day” means any day, other than a
      Saturday or Sunday, or bank holiday in Argentina, 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 Austral to the Company for so long as this Guaranty remains in
      effect.

	 	 	 
		(e) 	
      “Company” means Argentex Mining
  Corporation.

	 	 	 
		(f) 	
      “Conversion Penalty” has the meaning attributed to
      it in the Convertible Debenture.

	 	 	 
		(g) 	
      “Convertible Debenture” means the convertible
      debenture dated July 2, 2013, issued by the Company in favor of Austral
      Argentina, as such may from time-to-time be amended, supplemented,
      restated or otherwise modified or replaced.

	 	 	 
		(h) 	
      “Exchange Effective Date” means the date that was
      one Business Day prior to the date of the Convertible Debenture.

	 	 	 
		(i) 	
      “FX” means foreign exchange.

	 	 	 
		(j) 	
      “Lender” means SCRN Properties Ltd., a British
      Columbia corporation, acting through its Argentine branch SCRN Properties
      LTDA, Sucursal Argentina, which was duly registered on January 17, 2005,
      before the Public Registry of Commerce of the City of Buenos Aires, under
      number 79, Book 57, Volume B, of Foreign By-Laws, as the context may
      require.

	 	 	 
		(k) 	
      “Loan Agreement” means the USD-Linked Loan
      Agreement between the Borrower and the Lender and dated of even date
      herewith pursuant to which the Lender has made or will make the Loan to
      the Borrower.



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	 	(l) 	
      “Loan Documents” means the Promissory Notes, the
      Loan Agreement and all other agreements, instruments and documents
      executed contemporaneously and pursuant thereto.

	 	 	 
	 	(m) 	
      ”Loan” means the loan by the Lender to the
      Borrower evidenced by the Loan Documents.

	 	 	 
	 	(n) 	
      “Local Payment” has the meaning attributed to it
      in Recital B of this Guaranty, above.

	 	 	 
	 	(o) 	
      “Obligations” means all present and future debts,
      liabilities and obligations of or owing by the Borrower pursuant to the
      terms of the Loan Documents or any of them and all present and future
      debts, liabilities and obligations of or owing by Austral Argentina
      pursuant to the Convertible Debenture.

	 	 	 
	 	(p) 	
      “Offering” has the meaning attributed to it in
      Recital B of this Guaranty, above.

	 	 	 
	 	(q) 	
      “Peso” or “Pesos” means the lawful currency
      of Argentina.

	 	 	 
	 	(r) 	
      “Proceeds” has the meaning attributed to it in
      Recital A of this Guaranty, above.

	 	 	 
	 	(s) 	
      “Promissory Notes” means the nine (9) promissory
      notes from the Borrower in favor of the Lender, dated of even date with
      this Guaranty and delivered pursuant to the Loan
  Agreement.




	2. 	
      The plural of any term defined in this guaranty in the
      singular shall have a corresponding meaning and vice versa and words
      importing gender shall include all genders. The words "include",
      "includes" and "including" shall be deemed to be followed by the phrase
      "without limitation". Unless the context otherwise requires (a) any
      definition of or reference to any agreement, instrument or other document
      herein shall be construed as referring to such agreement, instrument or
      document as from time to time amended, supplemented, restated or otherwise
      modified or replaced (subject to any restrictions in this agreement or any
      other agreement in favor of the Lender), (b) any reference to any person
      shall be construed to include their heirs, legal representatives,
      successors and assigns, and (c) any reference to any Act shall be
      construed to refer to such Act as it may be amended and in effect from
      time to time.

	 	 
	3. 	
      As a condition precedent to the Company’s agreement to
      accept the Local Payment, the Company has required that Austral
      unconditionally guaranty payment and performance of the Obligations. For
      and in consideration of the Company and the Lender agreeing to accept the
      Local Payment, which Austral hereby agrees shall benefit Austral and its
      subsidiary Austral Argentina, Austral executes and delivers this Guaranty
      to the Lender.

	 	 
	4. 	
      Austral unconditionally guaranties unto the Lender the
      payment and performance of the Obligations when due in accordance with the
      terms of the Loan Documents, the Convertible Debenture and this Guaranty.
      This Guaranty is unconditional and absolute, and if for any reason all or
      any portion of the Obligations shall not be paid or performed promptly
      when due, Austral will immediately pay the same to the Lender, regardless
      of any defense, right of set-off or counterclaim which the Borrower or
      Austral Argentina may have or assert, and regardless of whether the Lender
      or any other individual or entity shall have taken any steps to enforce
      any rights against the Borrower or any other individual or entity to
      collect such sum, and regardless of any other condition or contingency
      subject, however, to the notice requirements required by Section 6 this
      Guaranty, below. This Guaranty shall also cover interest on the
      Obligations (as provided for in the Loan Documents) and all reasonable
      expenses incurred by the Lender in enforcing payment or performance of the
      Obligations, the Convertible Debenture, this Guaranty or all of
  them.



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	5. 	
      The obligations, covenants, agreements and duties of
      Austral under this Guaranty shall in no way be affected or impaired by
      reason of the happening from time to time of any of the following with
      respect to the Loan Documents or the Convertible Debenture, without the
      necessity of any notice to, or further consent of, Austral: (a) the
      release or waiver, by operation of law or otherwise, of the performance or
      observance by the Borrower or any surety, endorser or other obligor of any
      express or implied agreement, covenant, term or condition in any of the
      Loan Documents to be performed or observed by such party; (b) the release
      or waiver, by operation of law or otherwise, of the performance or
      observance by Austral Argentina or any surety, endorser or other obligor
      of any express or implied agreement, covenant, term or condition in the
      Convertible Debenture to be performed or observed by such party; (c) the
      extension of the time for the payment of all or any portion of the
      Obligations or the extension of time for the performance of any other
      Obligation under, arising out of, or in connection with the Loan Documents
      or the Convertible Debenture; (d) the supplementing, modification or
      amendment (whether material or otherwise) of any of the Loan Documents or
      the Convertible Debenture or any of the obligations of the Borrower or
      Austral Argentina except to the extent that the supplement, modification
      or amendment increases the principal amount of the Loan, increases or
      decreases the length of the term of the Loan or imposes upon Austral any
      Obligation not currently included under the terms of this Guaranty, in
      which event the Lender must obtain the written consent of Austral; (e) any
      failure, omission, delay or lack of diligence on the part of the Lender to
      enforce, assert or exercise any right, privilege, power or remedy
      conferred on the Lender or any other individual or entity in any of the
      Loan Documents, or any action on the part of the Lender granting
      indulgence or extension of any kind; (f) any failure, omission, delay or
      lack of diligence on the part of the Company to enforce, assert or
      exercise any right, privilege, power or remedy conferred on the Company or
      any other individual or entity in the Convertible Debenture, or any action
      on the part of the Company granting indulgence or extension of any kind;
      (g) the voluntary or involuntary liquidation, dissolution, sale of any
      collateral, marshaling of assets and liabilities, receivership,
      insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment of debt of, or
      other similar proceedings affecting, the Borrower or Austral Argentina or
      any of their respective assets; (h) any invalidity of or defect or
      deficiency in any of the Loan Documents or the Convertible Debenture or
      failure to acquire, perfect or maintain perfection of any lien on or
      security interest in any collateral securing payment of the Obligations,
      or any portion thereof, or performance of the Borrower's obligations under
      the Loan Documents or Austral Argentina’s obligations under the
      Convertible Debenture or securing this Guaranty, or (i) the settlement or
      compromise of any Obligation.

	 	 
	6. 	
      Prior to making demand on Austral to pay any Obligation
      resulting from a default by the Borrower under the Loan Documents (a
      “Borrower Default”), Lender shall send to the Borrower a notice (by
      facsimile) describing the Borrower Default in reasonable detail (the
      “Borrower Default Notice”) and it shall simultaneously provide a
      copy of the Borrower Default Notice to Austral (also by facsimile). If the
      Borrower has not cured the Borrower Default within two (2) Business Days
      after the Lender has sent the Borrower Default Notice to the Borrower, the
      Lender shall send a notice (by facsimile) to Austral (the “Austral
      Demand Notice”) informing Austral of the Borrower’s failure to cure
      the Borrower Default and demanding payment by Austral of the Obligation
      described in the Borrower Default Notice. In the event that Austral fails
      to make payment pursuant to the Austral Demand Notice within two (2)
      Business Days after Lender has sent the Austral Demand Notice to Austral,
      the Lender shall have the right to accelerate Austral’s Obligations under
      this Guaranty by written notice to Austral (sent by facsimile). Austral
      hereby waives (a) notice of acceptance of this Guaranty and of
      any liability to which it applies or may apply; (b) presentment; (c)
      notice of dishonor and (d) all rights Austral may have under any
      applicable suretyship law.



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	7. 	
      Upon and to the extent of any payment by Austral to the
      Lender of Obligations, Austral shall be subrogated to any of the Lender's
      rights against the Borrower and, to the extent that such payment includes
      all sums due pursuant to any of the specific promissory notes included in
      the Loan Agreement, the Lender shall deliver and/or assign that promissory
      note to Austral without recourse to the Lender. Upon payment by Austral to
      the Lender of all of the Obligations, the Lender shall also assign the
      Loan to Austral.

	 	 
	8. 	
      This is a guaranty of payment and performance and not of
      collection, and Austral waives any right to require that any action be
      brought against the Borrower or Austral Argentina. Should the Lender seek
      to enforce the obligations of Austral by action in any court, Austral
      waives any necessity, substantive or procedural, that a judgment
      previously be rendered against the Borrower or Austral Argentina; the
      obligations of Austral hereunder are several from those of the Borrower
      and Austral Argentina or any other individual or entity, including any
      other surety or co- guarantor for the Borrower or Austral Argentina and
      are primary obligations concerning which Austral is the principal obligor.
      All waivers herein contained shall be without prejudice to the Lender at
      its option to proceed against the Borrower and/or Austral Argentina,
      whether by separate action or by joinder. Austral agrees that this
      Guaranty shall not be discharged except by payment and performance of all
      of the Obligations in full and by complete performance of all obligations
      of Austral contained in this Guaranty.

	 	 
	9. 	
      This Guaranty shall terminate and be of no further force
      and effect upon full payment of the Obligations to the Lender in
      connection therewith.

	 	 
	10. 	
      If any principal or interest due to the Lender pursuant
      to the Promissory Notes or any of the other Loan Documents is not paid
      when due or if any default, event of default or similar event (however
      denominated) occurs under any of the Loan Documents, then that shall
      automatically constitute default under this Guaranty. Austral agrees that,
      if at any time all or any part of any payment previously applied by the
      Lender or the Company to the Obligations is or must be returned by the
      Lender or the Company or recovered from the Lender or the Company for any
      reason (including the order of any bankruptcy court), this Guaranty shall
      automatically be reinstated to the same effect as if the prior application
      had not been made, and, in addition, Austral hereby agrees to indemnify
      the Lender and the Company against, and to save and hold the Lender and
      the Company harmless from any required return by the Lender or the Company
      or recovery from the Lender or the Company of any such payment because of
      its being deemed preferential under applicable bankruptcy, receivership or
      insolvency laws, or for any other reason.

	 	 
	11. 	
      If Austral is required to make a payment to Lender or the
      Company hereunder, Austral shall make all payments without any tax,
      withholding, deduction or set-off whatsoever, unless Austral is required
      by law to make such a payment subject to deduction or withholding. If it
      is, Austral shall increase the sum payable to ensure that, after the
      making of such deduction or withholding, Lender receives (free from any
      liability in respect of such deduction or withholding) a net sum equal to
      the sum it would have received and retained had no such deduction or
      withholding been made.

	 	 
	12. 	
      Notwithstanding anything in this Guaranty to the
      contrary, the Obligations shall not include banking or exchange rate risk
      loss suffered by the Company or the Lender in respect of all or any
      portion of a timely payment on account of the Loan where the loss is due
      to a change in the foreign exchange rate or a banking failure that occurs
      after the date of receipt. For clarity, once the Lender or the Company
      receives timely payment on account of the Loan either from the Borrower or
      the Guarantor, the Company and the Lender shall assume the risk – but only
      as to the amount of that payment – that all or any part of that payment is
      subsequently devalued by virtue of foreign exchange fluctuations or other
      banking failure.



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	13. 	
      This Guaranty and the rights and obligations of Austral
      and the Lender hereunder shall be governed by the laws of New South Wales,
      Australia (without regard to principals of conflicts of law), and Austral
      hereby submits itself to the non-exclusive jurisdiction of the State and
      Federal courts of such state. Notwithstanding the foregoing, the enactment
      of any law or regulation by an Argentinean governmental agency and/or any
      factual action or measure undertaken by such an agency, imposing foreign
      exchange restrictions which has the effect of prohibiting, preventing,
      restricting, modifying or amending (including but not limited to a
      mandatory conversion of foreign currency obligations into Pesos) the
      Obligations as originally agreed under the Loan Documents or the
      Convertible Debenture, shall constitute a default under this Guaranty, and
      such Obligations shall become and be forthwith due and payable upon notice
      as required in Section 6 of this Guaranty, above, subject, however, to a
      credit against such amounts for the amount of any Conversion
    Penalty.



THIS GUARANTY is executed as of the day and year first above
written. 

	Address of Austral: 	Level 2, 
	  	80 William Street 
	  	Sydney 
	  	New South Wales, Australia 


AUSTRAL GOLD LIMITED ACN 075 860 472 

	By: 	/s/Pablo Vergara Del Carril 	 
	 	 	 
	Name: 	Pablo
      Vergara Del Carril 	 
	 	 	 
	Title: 	Attorney In Fact 	 
	 	 	 
	 	 	 
	  	  	 
	By: 	/s/Nicolas Bendersky 	 
	 	 	 
	Name: 	Nicolas Bendersky 	 
	 	 	 
	Title: 	Attorney In Fact 	 


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