any time subsequent to the Expiry Date (as that term is defined in the Terms and
Conditions), and from and after such time, this Warrant and all rights hereunder
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, as of the
_______ day of __________________, 2009.
ARGENTEX MINING CORPORATION
Per: _________________________________________
Ken Hicks, President
> > > PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST
> > > BE LEGENDED AS FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:
> > >
> > > UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
> > > MUST NOT TRADE THE SECURITY BEFORE <> [INSERT THE DATE THAT IS 4 MONTHS
> > > AND A DAY AFTER THE CLOSING DATE]
> > >
> > > THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
> > > NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
> > > UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
> > > ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE
> > > BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,
> > > AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
> > > STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
> > > DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
> > > PURSUANT TO AN 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
> > > ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS
> > > DEFINED BY REGULATION S UNDER THE 1933 ACT."
APPENDIX "A"
TERMS AND CONDITIONS dated as of <>, 2009 (the "Terms and Conditions"), attached
to the Non-Transferable Share Purchase Warrants issued by Argentex Mining Corp.
1.
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a)
"Company" means Argentex Mining Corp. until a successor corporation will have
become such as a result of consolidation, amalgamation or merger 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;
(b)
"Company's Auditors" means an independent firm of accountants duly appointed as
auditors of the Company;
(c)
"Exercise Price" means U.S.$0.45 per Share, subject to adjustment as provided in
the Terms and Conditions;
(d)
"Expiry Date" means