PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:

Argentex Mining Corp. (the “Company”)

1.

Subscription and Use of Proceeds

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2.

Payment

3.

Documents Required from Subscriber

3.1

The Subscriber shall complete, sign and return to the Company, as soon as possible:

(a)

an executed copy of this Subscription Agreement,

(b)

a fully completed and executed Accredited Investor Questionnaire (the “Questionnaire”) in the form attached hereto as Exhibit B;

(c)

a fully completed and executed Beneficial Ownership Questionnaire in the Form attached hereto as Exhibit C; and

(d)

on request by the Company, any other documents, questionnaires, notices and undertakings as may be required by the Company in order to enable or show compliance with the requirements of regulatory authorities and applicable law.

4.

Closing

5.

Acknowledgements of Subscriber

5.1

The Subscriber acknowledges and agrees that:

(a)

none of the Unit Shares, Warrants or Warrant Shares (collectively as the “Securities”) have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, none of them may be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;

(b)

the Company has not undertaken to, and will have no obligation to, register any of the Securities under the 1933 Act;

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(c)

by completing the Questionnaire, the Subscriber is representing and warranting that s/he is an Accredited Investor, as that term is defined in Canada’s National Instrument 45-106, Prospectus and Registration Exemptions (NI 45-106”);

(d)

no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber in connection with the sale of the Units and the Subscriber is not aware of any prospectus or offering memorandum having been prepared by the Company;

(e)

the decision to execute this Subscription Agreement and acquire the Units hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the “SEC”) at ▇▇▇.▇▇▇.▇▇▇;

(f)

there is no government or other insurance covering any of the Securities;

(g)

it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Securities (or any of them), and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Units;

(h)

the Subscriber understands and agrees that there may be material tax consequences to it of an acquisition, holding or disposition of the Securities. The Company gives no opinion and makes no representation with respect to the tax consequences under United States, Canadian, state, provincial, local or foreign tax law of the acquisition, holding or disposition of the Securities and the Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment;

(i)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or any of them;

(j)

there are risks associated with an investment in the Company including, by way of example and not in limitation, the specific risks identified in the Company’s most recent periodic reports filed with the SEC and available for viewing at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇;

(k)

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(l)

if the Subscriber is a Canadian resident, the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Units to the Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the securities laws

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(m)

the Subscriber is not acquiring the Units as a result of, and will not itself engage in, any “directed selling efforts” (as that term is defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;

(n)

none of the Securities may be offered or sold by the Subscriber to a U.S. Person (as defined in Section 6.2, below, or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period (as defined herein);

(o)

the Subscriber will indemnify the Company and its directors, officers, employees, agents, advisors and shareholders against, and will hold them harmless from, any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

(p)

the Subscriber is aware that the Securities are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system except that currently shares of the Common Stock are (i) quoted on the over-the-counter market operated by the Over-The-Counter-Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”) and (ii) listed for trading on the Canadian TSX Venture stock exchange;

(q)

in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber’s ability to resell any of the Securities under Canadian provincial securities laws and Canada’s National Instrument 45-102,Resale of Securities (“NI 45-102”);

(r)

the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;

(s)

the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state or provincial securities laws;

(t)

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

(i)

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and,

(ii)

applicable resale restrictions.

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6.

Representations, Warranties and Covenants of the Subscriber

(a)

the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(b)

the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(c)

the Subscriber has duly executed and delivered this Subscription Agreement and, upon acceptance thereof by the Company, it will constitute a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

(d)

the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;

(e)

the Subscriber is not a U.S. Person, as that term is defined in Regulation S;

(f)

the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;

(g)

the Subscriber has inquired into the applicable securities legislation of its jurisdiction of residence and the Subscriber either complies with or is exempt from the applicable securities legislation of the Subscriber's jurisdiction of residence;

(h)

the Subscriber is outside the United States when receiving and executing this Agreement and is acquiring the Securities as principal for the Subscriber's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in any of the Securities;

(i)

if the Subscriber is a resident of Canada, the Subscriber is purchasing the Units pursuant to an exemption from the registration and the prospectus requirements of applicable securities legislation on the basis that the Subscriber is a resident of Canada and an “accredited investor” as defined in Section 1.1 of NI 45-106 (hereinafter, an “Accredited Investor”) and, as a consequence:

(i)

is restricted from using most of the civil remedies available under securities legislation,

(ii)

may not receive information that would otherwise be required to be provided under securities legislation, and

(iii)

the Company is relieved from certain obligations that would otherwise apply under securities legislation;

(j)

the Subscriber is an Accredited Investor and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement:

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(i)

a fully completed and executed Accredited Investor Questionnaire in the form attached as Exhibit B hereto; and

(ii)

such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor;

(k)

the Subscriber is not an underwriter of, or dealer in, shares of the Common Stock, nor is the Subscriber an affiliate of any underwriter of or dealer in the Securities, nor is it participating, pursuant to a contract or otherwise, in any distribution of the Securities;

(l)

the Subscriber agrees that, unless and until the Securities have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, it will not offer or sell its Securities in the United States, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

(m)

the Subscriber (i) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (ii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

(n)

if the Subscriber is acquiring the Securities as a fiduciary or agent for one or more investor accounts:

(i)

the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and

(ii)

if the Subscriber or the beneficial owner of the investor account(s) is a Canadian resident, the beneficial owners of the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined in the Canadian National Instrument NI 45-106;

(o)

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

(p)

any offer or and sale of any of the Securities prior to the expiration of a period of six months after the date of original issuance of that respective Security (the six-month period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;

(q)

it will not engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws and the Subscriber is not aware of any advertisement of, or any general solicitation in respect of, any of the Securities; and

(r)

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

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(i)

that any person will resell or repurchase any of the Securities;

(ii)

that any person will refund the purchase price of any of the Securities;

(iii)

as to the future price or value of any of the Securities; or

(iv)

that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board and the Canadian TSX Venture stock exchange.

7.

Acknowledgement and Waiver

8.

Legends

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9.

Canadian Resale Restriction

(a)

at least four months (the "Canadian Hold Period") shall have elapsed from the date on which the Unit Shares were issued to the Subscriber;

(b)

the trade is not a control distribution (as defined in National Instrument 45-102);

(c)

no unusual effort is made to prepare the market or to create a demand for the Securities that are the subject of the trade;

(d)

no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(e)

if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of securities legislation; or

(f)

the trade qualifies under the provisions of Section 2.14 of National Instrument 45-102.

10.

Costs

11.

Governing Law

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12.

Survival

13.

Assignment

13.1

This Subscription Agreement is not transferable or assignable.

14.

Severability

15.

Entire Agreement

16.

Notices

17.

Collection of Personal Information

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Name & Title:

▇▇▇▇▇▇▇ ▇▇▇▇▇, President

Company's Name:

Argentex Mining Corp.

Address:

602 - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Phone No.:

(▇▇▇) ▇▇▇-▇▇▇▇

Fax No.:

(▇▇▇) ▇▇▇-▇▇▇▇

17.3

Furthermore, the Subscriber is hereby notified that:

(a)

the Company may deliver to the securities commission of any province of Canada or the Securities and Exchange Commission in the United States certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of securities purchased by the Subscriber and the total purchase price paid for such securities, beneficial ownership information, the prospectus exemption relied on by the Company and the date of distribution of the security,

(b)

such information is being collected indirectly by the Securities Commissions under authority granted in securities legislation,

(c)

such information is being collected for the purposes of the administration and enforcement of the securities legislation of the applicable province of Canada, and

(d)

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

18.

Reliance, Indemnity, Notification of Changes and Survival

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19.

Counterparts and Electronic Means

20.

Delivery Instructions

20.1

The Subscriber hereby directs the Company to deliver the Unit Shares and Warrants to:

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Per:

Authorized Signatory

NUMBER OF WARRANTS: ___________

RIGHT TO PURCHASE _______ SHARES

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Per:

▇▇▇ ▇▇▇▇▇, President

1.

Definitions

(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.$0.65 per Share, subject to adjustment as provided in the Terms and Conditions;

(d)

“Expiry Date” means June ___ 2011;

(e)

“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Section” followed by a number refer to the specified Section of these Terms and Conditions;

(f)

“person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(g)

“Holder” or “Holders” means the holder of the Warrants and its heirs, executors, administrators, successors, legal representatives and assigns;

(h)

“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 such shares;

(i)

“Warrants” means the Non-Transferable Share Purchase Warrants of the Company issued and presently authorized and for the time being outstanding.

2.

Interpretation

3.

Applicable Law

4.

Additional Issuances of Securities

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5.

Replacement of Lost Warrants

(a)

In case a Warrant shall become mutilated, lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant and the substituted Warrant shall be entitled to all benefits hereunder 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 pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant so lost, destroyed or stolen as shall be satisfactory to the Company and its transfer agent in accordance with its usual policies and procedures and such applicant may also be required to furnish indemnity in the amount and form satisfactory to the Company and its transfer agent in accordance with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.

6.

Warrant Holder Not a Shareholder

7.

Exchange of Warrants

(a)

Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination, of the same series and date of expiry entitling the Holder thereof to purchase any equal aggregate number of Shares at the same exercise price and on the same terms as the Warrants so exchanged.

(b)

Warrants may be exchanged at the office of the Company. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled.

8.

Warrants Not Transferable

9.

Notice to Holders

10.

Notice to the Company

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11.

Method of Exercise of Warrants

12.

Limitation on Exercise of Warrants

13.

Effect of Exercise of Warrants

(a)

Upon surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have been issued and such persons shall be deemed to have become the Holder (or Holders) of record of

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(b)

Within ten business days after surrender and payment as aforesaid, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the Shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the appropriate number of Shares not exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.

14.

Subscription for Less than Entitlement

15.

Warrants for Fractions of Shares

16.

Expiration of Warrants

17.

Adjustment of Exercise Price

(a)

If and whenever the Shares at any time outstanding shall be subdivided into a greater or consolidated into a lesser number of Shares, the Exercise Price shall be decreased or increased proportionately, as the case may be, and upon any such subdivision or consolidation, the number of Shares deliverable upon the exercise of the Warrants shall be increased or decreased proportionately, as the case may be.

(b)

In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company or of the sale of the assets of the Company as or substantially as an entirety or of any other company, each Warrant shall, after such capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale, confer the right to purchase that number of shares or other securities or property of the Company or of the company resulting from such capital reorganization, reclassification, consolidation, merger, amalgamation or to which such sale shall be made, as the case may be, to which the Holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised, would have been entitled on such capital reorganization, reclassification, consolidation, merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments shall be made in the application of the provisions set forth in Sections 11 to 18 hereof with respect to the rights and interest thereafter of the Holders of the Warrants to the end that the provisions set forth in Sections 11 to 18 hereof shall thereafter correspondingly be made applicable as nearly as may reasonable be expected in relation to any shares or other

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(c)

The adjustments provided for in this Section 17 pursuant to any Warrants are cumulative.

18.

Determination of Adjustments

19.

Covenants of the Company

20.

Immunity of Shareholders, etc.

21.

Modification of Terms and Conditions for Certain Purposes

(a)

making such provisions not inconsistent herewith as may be necessary or desirable with respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system;

(b)

adding to or altering the provisions hereof in respect of the registration and transfer of Warrants making provisions for the exchange of Warrants of different denominations; and making any modification in the form of the Warrants which does not affect the substance thereof;

(c)

for any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities, defective provisions, errors or omissions herein; and

(d)

to evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the Warrants contained as provided herein.

22.

United States Restrictions

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23.

Legends

Per:

▇▇▇ ▇▇▇▇▇, President

TO:

ARGENTEX MINING CORPORATION

Name(s) in Full

Address(es)

Number of Shares

Witness

Signature

q (1)

a Canadian financial institution, or a Schedule III bank.

( (2)

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).

( (3)

a subsidiary of any person referred to in paragraphs (1) or (2), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.

( (4)

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador).

( (5)

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (4).

( (6)

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada.

( (7)

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec.

( (8)

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government.

( (9)

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada.

( (10)

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000.

( (11)

an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year.

q (12)

an individual who, either alone or with a spouse, has net assets of at least $5,000,000.

( (13)

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements.

q (14)

an investment fund that distributes or has distributed its securities only to

(a)

a person that is or was an accredited investor at the time of the distribution,

(b)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], and 2.19 [Additional investment in investment funds] of NI 45-106, or

(c)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106.

( (15)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt.

( (16)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be.

(a)

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

(b)

in Ontario, is purchasing a security that is not a security of an investment fund.

( (18)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded.

( (19)

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (1) to (4) or paragraph (9) in form and function.

( (20)

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors.

( (21)

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser.

( (22)

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

(a)

“affiliate” means that an issuer is an affiliate of another issuer if:

(i)

one of them is the subsidiary of the other, or

(ii)

each of them is controlled by the same person.

(b)

“Canadian financial institution” means

(i)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(ii)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada.

(c)

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

(d)

“control person” has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island and Quebec where control person means any person that holds or is one of a combination of persons that holds

(i)

a sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or

(ii)

more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those securities does not affect materially the control of the issuer.

(e)

“entity” means a company, syndicate, partnership, trust or unincorporated organization;

(f)

“financial assets” means cash, securities, or any contract of insurance or deposit or evidence thereof that is not a security for the purposes of the securities legislation;

(g)

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(h)

“mutual fund” means:

(i)

for the purposes of British Columbia law,

(A)

an issuer of a security that entitles the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in a part of the net assets, including a separate fund or trust account, of the issuer of the security,

(B)

an issuer described in an order that the commission may make under section 3.2 of the Securities Act (B.C.), and

(C)

an issuer that is in a class of prescribed issuers,

(ii)

for the purposes of Alberta law,

(A)

an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer, or

(B)

an issuer that is designated as a mutual fund under section 10 of the Alberta Securities Act (Alberta) or in accordance with the regulations,

(iii)

for the purposes of Ontario law, an issuer whose primary purpose is to invest money provided by its security holders and whose securities entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value as a proportionate interest in the whole or in part of the net assets, including a separate fund or trust account, of the issuer;

(iv)

for the purposes of Quebec law, a company issuing shares which must, on request of the holder, redeem them at their net asset value;

(i)

“non-redeemable investment fund” means an issuer:

(i)

whose primary purpose is to invest money provided by its security holders;

(ii)

that does not invest,

(A)

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

(B)

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

(iii)

that is not a mutual fund;

(j)

“person” includes

(i)

an individual,

(ii)

a corporation,

(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(iv)

an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

(k)

“portfolio adviser” means:

(i)

a portfolio manager; or

(ii)

a broker or investment dealer exempted from registration as an adviser under section 148 of the regulation made under the Securities Act (Ontario) if that broker or investment dealer is not exempt from the by-laws or regulations of the Toronto Stock Exchange or the Investment Dealers’ Association of Canada referred to in that section;

(l)

“related liabilities” means liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets or liabilities that are secured by financial assets; and

(m)

“spouse” means an individual who:

(i)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada) from the other individual,

(ii)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(iii)

in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

(n)

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

1.

General Information:

(a)

Name of registered owner:                                                                                                   

(b)

Complete Address:                                                                                                               

(c)

If the registered owner is not an individual, what is its jurisdiction of incorporation or formation:                                                                                                                             

2.

(a)

Did the registered owner purchase the Shares and the Warrants for:

i)

its own account (Yes/No) ____________________________________________ or

ii)

the account of another (Yes/No)?                                                                                    

(b)

Is the registered owner carrying on business as a portfolio manager (Yes/No)? __________

3.

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

(a)

It purchased the Shares and Warrants on behalf of managed accounts for which it made the investment decision and it has full discretion to vote, purchase and sell securities for such accounts without requiring the client’s express consent to a transaction;

(b)

it carries on the business of managing the investment portfolios of clients in ____________________ [jurisdiction] through general discretionary authority granted by its clients, and it is permitted by law to carry on such a business in that jurisdiction;

(c)

the name, title and address of the person or persons that make the investment decisions (being the decisions to vote and the decisions to sell) in respect of the Shares and Warrants for the registered owner is⁽¹⁾:

Name

Title

Address

(d)

it has no reasonable grounds to believe that any of the directors, senior officers and other insiders of Argentex and the persons that carry on investor relations activities for Argentex has or have a beneficial interest in any of the managed accounts for which it holds the Shares and Warrants.

4.

If the answer to 2(a)(i) above was “Yes” and the registered owner is not an individual, please provide the names, title and business addresses of the persons that exercise the power to vote and/or to dispose of the Shares and the Warrants on behalf of the registered owner⁽¹⁾:

Name

Title

Address

5.

If the answer to 2(a)(ii) above was “Yes”, please provide the name, address and, if applicable, the jurisdiction of formation of the person for whose account the Shares and Warrants were purchased:

(a)

Name of account owner:                                                                                                      (if more than one beneficial owner, please provide a schedule listing the name, address and jurisdiction of incorporation or creation for all beneficial owners on a separate sheet of paper).

(b)

Complete Address:                                                                                                               

(c)

Jurisdiction of Incorporation or Creation:                                                                          

6.

If the answer to 2(a)(ii) above was “Yes” and the beneficial owner is not an individual, please provide the names, title and addresses of the persons that exercise the power to vote and/or to dispose of the Shares and the Warrants on behalf of the account owner⁽¹⁾:

Name

Title

Address

7.

If the registered owner or the beneficial owner owns any other securities issued by Argentex Mining Corporation, please tell us what type of securities (e.g., common shares or warrants) and how many of them are owned:

8.

If after answering the questions above you believe that you have not fully disclosed the name and address of the beneficial owner and the name and address of the person or persons that have the power to vote and/or dispose of the Shares and the Warrants on behalf of the beneficial owner, please provide that information here: