Equity and Warrant Subscription Agreement between ARGENTEX MINING CORPORATION and INTERNATIONAL FINANCE CORPORATION September 24, 2010

The Company is a junior mining company with significant holdings in the Patagonia region of Argentina, through its wholly-owned subsidiary, SCRN Properties Ltd.

The Company intends to raise additional equity to fund ongoing exploration of its projects in Argentina, including its polymetallic Pinguino project. To that end, the Company has agreed to issue to IFC, and IFC has agreed to acquire 10,804,706 Units (as defined below) from the Company pursuant to the terms and conditions of this Agreement.

to respond to complaints by persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and

to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems;

In this Agreement, unless the context otherwise requires, the following rules apply:

the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits;

unless otherwise specified, time periods within, or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day, if the last day of the period is not a Business Day;

reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

references in this Agreement to “$” and “C$” are to the lawful currency of Canada;

headings in this Agreement are for convenience only and shall not affect its interpretation; and

references to “include”, “includes” or “including” and the like shall be construed, in each case, as if followed by the words “but without limitation”.

During the period commencing on the date hereof and ending on the Closing Date the Company shall not undertake any capital reorganizations or similar action that would require an adjustment to the number of Units, Purchased Shares or Warrants to be purchased by IFC at Closing.

Subject to Section 5.01 and Section 5.03, IFC and the Company acknowledge and agree that the Closing shall take place at the Closing Time on the Closing Date at the offices of the Company’s counsel or such other time and location as the Company and IFC may agree, and on the Closing Date IFC shall make payment to the Company, by wire transfer in Canadian funds to:

At Closing, the Company will issue and deliver to IFC, and IFC will take up and acquire (i) a share certificate representing the Purchased Shares registered in the name of IFC; and (ii) the Warrant Certificate registered in the name of IFC, representing the Warrants.

At Closing, the Purchased Shares and Warrants issued to IFC shall be free of all Liens or other encumbrances or rights of third parties and the Company shall record IFC as the legal owner of the Purchased Shares and the Warrants in the Company's share register.

Each of the parties hereto shall pay for their own respective fees and expenses or other charges payable on or in connection with the execution, issue, subscription, delivery and registration of this Agreement, the Purchased Shares, the Warrants and the Warrant Shares and any other documents related to this Agreement.

The Company shall undertake all post-issue filings and other requirements associated with the issuance of the Purchased Shares, the Warrants and the Warrant Shares in the time prescribed for the same under applicable law, including Securities Laws.

The terms and conditions of the Warrants shall be governed by the terms and conditions set out in the Warrant Certificate. The Purchased Shares and the Warrant Shares shall be transferable in compliance with Securities Laws.

there has been a material violation by the Company of an applicable law or regulation or a breach by the Company of any of its obligations under this Agreement;

a material adverse change to the Company, other than a change of the Company’s legal domicile from Delaware to the federal or provincial laws of Canada;.

the Cut-Off Date for Subscription has occurred, and

a material breach or the cancellation of any material contract relating to the Projects.

the Company and each of its Subsidiaries are corporations existing and in good standing under the laws of their respective jurisdictions of incorporation, and are duly registered and licensed to own property and to carry on business in the jurisdictions in which they carry on businesses, including Argentina and the Company and each Subsidiary has all requisite power and capacity to own their respective assets and operate their respective businesses and, in the case of the Company, to carry out its obligations under this Agreement and the Warrant Certificate;

the authorized share capital of the Company consists of 100,000,000 Shares and 100,000,000 shares of preferred stock, each with a par value $0.001. As of September 24, 2010, there were issued and outstanding 44,720,088 Shares, stock options for the purchase of 4,480,000 Shares, warrants for the purchase of 8,958,443 Shares and no other shares or securities were issued and outstanding. No holder of Shares or other securities is entitled to any preemptive or other similar right granted by the Company or any of its Subsidiaries. There are no contractual or other obligations of the Company or any Subsidiaries to repurchase, redeem or otherwise acquire any securities or with respect to the voting or disposition of any outstanding securities of the Company;

there are no actions, suits, proceedings or investigations, whether on behalf of or against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company and its directors and officers, threatened, against or affecting the Company or its Subsidiaries at law or in equity, before or by any Authority which (i) if adversely determined could have a Material Adverse Effect; or (ii) which questions the validity of the Offering or the issuance and sale of the Securities, or any action taken or to be taken by Company pursuant to or in conjunction with this Agreement;

the Company is a reporting issuer under the Canadian Securities Laws and is not in default of any requirement of such securities laws;

the Company’s audited consolidated financial statements for the period ended on January 31, 2010 have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the period therein specified, and present fairly in all material respects the financial condition of the Company as of the date as of which they were prepared and the results of the Company’s operations during the periods therein specified. There are no material losses or liabilities (whether in the financial statements hereinbefore referred to or otherwise) that have not been appropriately disclosed in writing to IFC or in the Public Record;

no order, ruling or determination having the effect of ceasing, suspending or restricting trading in any securities of the Company has been issued to the Company or its directors, officers or promoters and, to the best of the Company’s knowledge, no proceedings, investigations or inquiries for such purpose are pending, contemplated or threatened;

the Shares are listed and posted for trading or quotation, as applicable, on the TSXV and the OTC Bulletin Board;

the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder, the Offering, the issue and delivery of the Shares and the Warrants hereunder and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Purchased Shares and the Warrant Shares, do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) the organizational documents of the Company; (ii) the resolutions of the shareholders or directors (or any committee thereof) of the Company which are in effect at the date hereof; (iii) any permit, mortgage, note, indenture, contract, agreement, instrument, lease or other document to which the Company is a party or by which it is bound; or (iv) any Authorization, law, rule or regulation applicable to the Company or any judgment, writ, injunction, decree or order, of any court or of any Authority that is binding the Company or the property or assets of the Company;

the Company has delivered to IFC a true and correct copy of its constating documents, which have not been amended since June 2009;

there has been no Material Adverse Change in the business, assets, financial condition or prospects of the Company since February 1, 2010, and no adverse material facts exist in relation to the Offering or the Purchased Shares and Warrants which, in any case, have not been publicly disclosed;

the Company shall take all steps necessary to be taken prior to the Closing Date to comply with all requirements of the TSXV (including as it applies to the listing of the Purchased Shares and the Warrant Shares) and the Securities Laws applicable to the Offering and the distribution of the Purchased Shares and Warrants to IFC and the issue of the Warrant Shares upon due exercise of the Warrants in accordance with the terms of the Warrant Certificate; provided that this representation and warranty shall not extend to or include any filing requirements imposed on IFC by the TSXV or the Securities Laws (including, by way of example but not in limitation, filings required of IFC pursuant to Sections 13 and 16 of the Exchange Act);

neither the Company, nor any person acting on its behalf, has, directly or indirectly, (i) made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the distribution of the Securities to be qualified by a prospectus filed in accordance with the Securities Laws or (ii) has engaged in any advertisement of the Securities in any printed media of general and regular paid circulation, radio or television or any other form of advertising in connection with the offer and sale of the Securities in any state, province or territory;

at Closing, the Securities to be purchased by IFC from the Company will have been duly authorized for issuance and sale by the Company pursuant to this Agreement and the Purchased Shares shall be duly authorized and validly issued and outstanding as fully paid and non- assessable Shares, free and clear of any Liens and will not be issued in violation of any preemptive or similar rights, rights of first refusal or restrictions on transfer other than those under the Securities Laws;

as at the Closing Date, the Warrant Shares shall be duly allotted for issuance in accordance with the terms of the Warrant Certificate and upon due exercise of each Warrant in accordance with its terms, the relevant Warrant Share(s) will be duly authorized and delivered and be validly issued as fully paid Shares, free and clear of any Liens and will not be issued in violation of any preemptive or similar rights, rights of first refusal or restrictions on transfer other than those under the Securities Laws;

this Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company, and the Agreement constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms;

as at the Closing Date, the Warrant Certificate shall be duly authorized by all necessary corporate action on the part of the Company and shall be duly executed and delivered by the Company, and the Warrant Certificate shall constitute a valid and legally binding obligation of the Company enforceable in accordance with its terms;

the Company or its Subsidiaries do not currently undertake any business other than the business of exploring for natural resources;

the Company has the exclusive rights to prospect and explore the Projects for base and precious metals and the Permits evidencing such rights are fully effective and unconditional and there is no default thereunder;

the Company is not in violation of any laws or regulations applicable to it;

no part of the proceeds from the sale of the Securities hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage.

all Tax returns and reports of the Company required by law to be filed on or prior to the date of this Agreement have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Company, or its properties, or its income or assets, which are due and payable or to be withheld, have been paid or withheld;

there are no material social or environmental risks or issues in respect of its Operations other than those identified in the Environmental and Social Review Summary;

the Company has not received nor is aware of (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Authority, or (B) any material written communication from any Person, in either case, concerning the failure of its Projects to comply with any matter covered by the Performance Standards, which has, or could reasonably be expected to have, a Material Adverse Effect or any material impact on the implementation, conduct or operations of the Projects in accordance with the Performance Standards;

the Company is not in violation of any provision of applicable Environmental Guidelines;

the Company’s insurance policies have all been provided to the IFC and comply with the requirements of Schedule 2 (Minimum Insurance Requirements) and such policies are in full force and effect; and in the Company’s judgment are adequate to insure fully against risks to which the Company, its Subsidiaries, and their respective employees, business, properties and other assets would reasonably be expected to be exposed to in the operation of the Company’s business, as currently conducted. As of the date hereof, all premiums due and payable under those policies have been paid. The Company has no knowledge of any threatened termination of, or material premium increase with respect to, any of such policies;

(i)all documents filed on SEDAR and ▇▇▇▇▇ since February 1, 2009 comply as filed, or shall comply when filed, in all material respects with the requirements of applicable Securities Laws, and did not at the time filed, and shall not at any time filed, with the Securities Authorities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; (ii)the Company has timely filed with the Securities Authorities all material forms, reports, certifications, statements and other documents required to be filed by the Company with the Securities Authorities since January 1, 2008, where the failure to timely file would individually or in the aggregate reasonably be expected to have a Material Adverse Effect;

and (iii)the Company has not filed any confidential material change report with the Securities Authorities which at the date hereof remains confidential;

the Company has not provided to IFC any information that may be considered material inside information that has not been publicly disclosed;

the books and records of the Company, including, without limitation, its minute books, are complete and correct in all material respects and accurately and fairly reflect all meetings and other corporate actions of the Company’s shareholders and its board of directors and committees and all material information relating to its business, the nature, acquisition, maintenance, location and character of its assets, and the nature of all transactions giving rise to its obligations or accounts receivable;

neither the Company, nor its Subsidiaries, nor, to the best of the Company’s knowledge and belief after due enquiry, any other party is in breach or default under any written contracts or agreements entered into by the Company or any Subsidiary in connection with any of the Projects, and no event has occurred which with notice or lapse of time or both would constitute a breach or default by the Company, any Subsidiary or by any such other party, or permit termination, modification or acceleration of any of the Company Agreements;

neither the Company nor any Subsidiaries, nor any Person acting on its or their behalf, has committed or is engaged in, with respect to its or their business activities in Canada or any applicable jurisdiction, the Projects, or any other transaction contemplated by this Agreement, any Sanctionable Practice;

neither the Company nor any of its Subsidiaries nor any of their respective properties enjoy any right of immunity from set-off, suit or execution with respect to their respective obligations under this Agreement or the Warrant Certificate;

neither the Company nor any of its Subsidiaries nor any Person acting on its or their behalf, has entered into any transaction or engaged in any activity prohibited by any resolution issued by the United Nations Security Council under Chapter VII of the UN Charter;

the Company has not, and no Person whose acts could incur the Company's vicarious liability has, carried out any actions or made any omissions which could result in the Company incurring criminal sanctions;

all Authorizations needed by the Company and its Subsidiaries to conduct its business and comply with the Company’s obligations under this Agreement have been obtained and are in full force and effect and are as disclosed in Schedule 1;

the Company has provided IFC with complete and accurate material information on the Projects, including disclosure of all material contracts as well as technical information on the Projects and such contracts are sufficient for the Company to carry on its current business plan;

there is no agreement, judgment, order or decree restricting the Company’s business activities;

there are no transactions between the Company and any related parties other than as previously publicly disclosed;

the Company has good title to all of its material assets, subject only to liens, royalties and other encumbrances disclosed in the Public Record;

SCRN Properties Ltd. is duly organized and validly existing under the laws of Delaware and registered with all the relevant registration bodies of its jurisdiction of incorporation and has full power to use or own assets which it uses or owns and has full power to carry out its business as currently carried on, including in Argentina, and as proposed to be carried on pursuant to this Agreement;

100% of the issued, subscribed and outstanding capital of SCRN Properties Ltd. is duly registered in the name of the Company as sole owner;

all contracts to which the Company is a party are valid and enforceable and are in full force and effect;

there are no collective bargaining contracts, and no strikes or labor disputes by the Company’s employees or independent contractors;

▇▇▇▇▇▇ & Company, who have expressed their opinion with respect to the annual financial statements (which term as used in this Agreement includes the related notes thereto) of the Company and its subsidiaries are independent public or certified public accountants within the meaning of Regulation S-X under the U.S. Securities Act and the Exchange Act and any non audit services provided by ▇▇▇▇▇▇ & Company to the Company have been approved by the Audit Committee of the Board of Directors of the Company;

The Company has been advised of the rules and requirements under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and is not required to be, registered under the Investment Company Act, and after receipt of payment for the Units and the application of the proceeds will not be required to be so registered. The Company will conduct its business in a manner so that it will not become subject to the Investment Company Act while any Units remain outstanding;

The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences

The Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system. Based on the Company’s most recent evaluation of internal control over financial reporting, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; and since the date of the most recent evaluation of internal control over financial reporting, there have been no significant changes in internal controls or in other factors that are reasonably likely to materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.; and

neither the Company nor its Subsidiaries is engaged in any Prohibited Activities.

it understands and acknowledges that the Securities have not been registered under the 1933 Act or any state securities laws and that the sale of the Units contemplated hereby is being made in a transaction not requiring registration under the 1933 Act pursuant to an exemption from the registration requirements; accordingly the Securities are “restricted securities” within the meaning Rule 144(a)(3) under the 1933 Act;

it has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person, or anyone else, the Securities or any part thereof, or any interest therein, and has no present plans to enter into any such contract, undertaking, agreement or arrangement;

it acknowledges that the Company has not and does not intend to file a registration statement under the 1933 Act in respect of the Securities, and the Subscriber acknowledges that there may be substantial restrictions on the transferability of, and that it may not be possible to liquidate its investment readily in, the Securities;

it is a U.S. Accredited Investor and acknowledges that it is acquiring the Units as an investment for its own account and not with a view to any resale, distribution or other disposition of the Units in violation of the federal or state securities laws of the United States and it has concurrently executed and delivered a certificate in the form attached as Schedule “8” hereto. In addition, IFC acknowledges that it will be required to confirm its status as a U.S. Accredited Investor and make similar representations to those contained in this Section 8 at the time of exercise of any Warrants;

it has been independently advised as to the applicable re-sale restrictions imposed in respect of the Securities by the Securities Laws and the rules of regulatory bodies having jurisdiction, and confirms that no representation has been made by the Company respecting the applicable hold periods for the Securities and that it is aware of the risks and other characteristics of the Securities and of the fact that IFC may not resell the Securities except in accordance with applicable securities legislation and regulatory policy until expiry of the applicable hold period and compliance with the other requirements of applicable law; acknowledges that certificates representing the Securities will contain legends denoting the applicable resale restrictions; and it will not resell the Securities except in accordance with the provisions of applicable Securities Laws;

it has not received, or requested, any sales or advertising literature or any other document (other than financial statements, interim financial statements or any publicly available document, the content of which is prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, IFC in order to assist it in making an investment decision;

it is not, and at Closing Date will not be, a U.S. Person as defined in Rule 902(k)(vi) of Regulation S;

it is authorized to enter into and execute this Agreement and to take all actions required under it;

the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the Articles of Agreement of IFC;

this Agreement has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of IFC;

it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it is able to bear the economic risk of loss of its investment;

it acknowledges, consents and authorizes the Company to collect and file, if necessary, such information of IFC as required by applicable Securities Laws and stock exchange rules or a tax Authority in connection with the transactions contemplated hereby;

there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee and if any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units;

IFC represents and warrants that the funds representing the Total Purchase Price which will be advanced by IFC to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and IFC acknowledges that the Company may in the future be required by law to disclose IFC's name and other information relating to this Agreement and IFC's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge: (i) none of the subscription funds to be provided by IFC to the Company hereunder (A)have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the U.S., or any other jurisdiction, or (B)are being tendered on behalf of a person or entity who has not been identified to IFC; and (ii)it shall promptly notify the Company if IFC discovers that any of such representations cease to be true, and to provide the Company with appropriate information in connection therewith;

it acknowledges that the certificates representing any Warrant Shares issued prior to the date which is four months and one day after the Closing Date and that any certificates representing the Purchased Shares and Warrants will bear substantially the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day after the Closing Date will be inserted]”;

“WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A

CANADIAN RESIDENT UNTIL [the date which is four months and one day after the Closing Date will be inserted]; and

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.”

THESE SECURITIES AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES UNLESS THE WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

it is purchasing the Securities and acquiring the Securities for its own account for investment purposes only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States; provided, however, that IFC may sell or otherwise dispose of any of the Purchased Shares or the Warrant Shares pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities laws or under an exemption from such registration requirements;

it has had the opportunity to ask questions of and receive answers from the Company regarding the investment, and has received all the information regarding the Company that it has requested;

it is not a resident of the province of British Columbia;

it acknowledges that:

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

there is no government or other insurance covering the Securities;

there are risks associated with the purchase of the Securities;

there are restrictions on IFC’s ability to resell the Securities and it is the responsibility of IFC to find out what those restrictions are and to comply with them before selling the Securities; and

the Company has advised IFC that the Company is relying on an exemption from the requirements to provide IFC with a prospectus and to sell securities through a person or company registered to sell securities under the BC Act and, as a consequence of acquiring Securities pursuant to this exemption, certain protections, rights and remedies provided by the BC Act, including statutory rights of rescission or damages, will not be available to IFC; and

the funds representing the Total Purchase Price which will be advanced by IFC to the Company hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and IFC acknowledges that the Company may in the future be required by law to disclose IFC’s name and other information relating to this Agreement and IFC’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. None of the Total Purchase Price to be provided by IFC (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by IFC, and it shall promptly notify the Company if IFC discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith.

the Company shall have obtained all Authorizations (including all required corporate or shareholders’ authorizations) that are necessary for the due execution, delivery, validity and enforceability and the performance by the Company of its obligations under this Agreement and any other documents desirable or necessary to the implementation of any of this Agreement and all such Authorizations are in full force and effect;

IFC has received a legal opinion from the Company’s counsel in Canada and the U.S. in form and substance satisfactory to IFC, covering such corporate and securities law matters relating to the transactions contemplated by this Agreement as IFC may reasonably request;

all of the representations and warranties of the Company made in or pursuant to this Agreement shall be true and correct as at the Closing and with the same effect as if made at and as of the Closing;

the Company shall have performed or complied with, in all respects, all of its obligations, covenants and agreements under this Agreement to be performed or complied with at or prior to the Closing;

IFC has received a Subscription Request in the form of Annex B;

IFC has received copies of all insurance policies evidencing compliance with the requirements of Schedule 2 (Minimum Insurance Requirements) and a certification from the Company’s insurers or insurance agents confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid;

IFC has received a counterpart of this Agreement duly executed and delivered by the Company;

the TSXV shall have accepted notice of this issuance of, and conditionally approved the issuance and listing thereon of the Purchased Shares and the Warrant Shares issuable upon the exercise of the Warrants, subject to the Company fulfilling the customary requirements as to the filing of certain documents and the payment of the necessary listing fee and subject IFC’s providing its undertaking in the form attached hereto as Schedule “9”, all pursuant to the terms of a letter of the TSXV dated June 7, 2010 and which, for greater certainty, does not require shareholder approval of the Offering;

IFC shall be satisfied that the Company and its Subsidiaries have the exclusive rights to prospect and explore the Projects for base and precious metals, and that all of the Permits, concession agreements relating to the Projects, including amendments and modifications with respect thereto, and other related documents in respect of the Projects are fully effective and unconditional and there is no default thereunder;

shall be no action or proceeding pending or threatened against the Company by any Authority or any other Person to restrain or prohibit the completion of the transactions contemplated by this Agreement;

the Cut-Off Date for Subscription has not occurred;

nothing has occurred which has or may reasonably be expected to have a Material Adverse Effect;

the Offering shall not cause the Company to be in violation of its constating documents, any agreement to which it is bound, or any law; and

IFC shall have received a certificate dated the Closing Date from the appropriate officers of the Company that the conditions set forth in (a)-(m) above have been satisfied.

being satisfied that all of the representations and warranties of IFC made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing and with the same effect as if made at and as of the Closing;

the Company has received a counterpart of this Agreement duly executed and delivered by IFC;

IFC shall have delivered to the Company a completed and executed certificate in the form attached as Schedule “8” hereto establishing that IFC is an accredited investor, as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the U.S. Securities Act; and

IFC shall have provided the undertaking in the form attached hereto as Schedule “9” to the TSXV in respect of the Warrants.

Until such date as IFC beneficially owns less than 3,316,475 Shares the Company shall:

use its commercially reasonable efforts to ensure that all of the Shares outstanding from time to time (including without limitation the Purchased Shares and the Warrant Shares) are and continue to be listed and posted for trading on the TSXV or the Toronto Stock Exchange or a successor stock exchange of similar standing in the United States or Canada;

comply with all filing and other disclosure requirements under the applicable Securities Laws;

use its reasonable best efforts to preserve and maintain its corporate existence (unless the Company is the subject of a take-over/tender offer or other form of transaction where shareholders of the Company are provided with the opportunity to vote or tender their shares in respect thereof); provided, however, that this covenant shall not limit or restrict the Company’s ability to relocate its jurisdiction of domicile from the State of Delaware to the Province of British Columbia;

use the proceeds from the Offering for the advancement of the Company’s projects and for general and administrative expenses;

through its employees, agents, contractors and subcontractors, and Subsidiaries, ensure that the design, construction, operation, maintenance, management and monitoring of the Company’s and its Subsidiaries’ sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Environmental and Social Action Plan, (ii) the applicable requirements of the Performance Standards, and (iii) Applicable S&E law;

undertake its Operations and Future Operations in compliance with, and implement, the Environmental and Social Action Plan and otherwise comply with the Performance Standards, periodically review the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Operations and Future Operations and revise the form of the Annual Monitoring Report, if applicable, with the prior written consent of IFC, acting reasonably, and ensure the operation of an S&E Management System;

upon IFC’s request, and with prior notice to the Company given five days in advance permit representatives of IFC and the CAO, during normal business hours, to, at IFC’s sole cost and expense:

to visit any of the sites and premises where the Operations or Future Operations are being conducted;

to inspect any of the sites, facilities, plants and equipment of the Company and its Subsidiaries, including those of its Projects and any Future Projects;

have access to those employees, agents, contractors and subcontractors of the Company and its Subsidiaries, who have or may have knowledge of matters with respect to which IFC seeks information;

provided that (a) no prior written notice shall be necessary (but IFC shall use reasonable efforts to provide twenty four (24) hours’ notice) in the event of a political, environmental, social or other crisis directly or indirectly affecting the Company, its Subsidiaries or the Projects or Future Projects or if special circumstances so require; and (b) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role.

comply, in all material respects, with all laws and regulations applicable to the Company;

in connection with any exploration or development activities, prepare a Stakeholder Engagement Plan to ensure proper stakeholder relationships, monitor community support and identify needs and priorities for sustainable development in each area of activity.

within ninety (90) days of the end of each Financial Year (or within one hundred and twenty (120) days of the end of each Financial Year if the Company is permitted to file its financial statements within such period under Securities Laws), publicly disclose, and cause its Subsidiaries to disclose, in each case to the extent permitted by law all material national, regional and local payments to any Authority in respect of Taxes, royalties, concession fees, profit sharing fees, bonus, licensing fees and any other payments of a similar nature and interests, penalties and any add-ons with respect thereto and all other material payments that are in the nature of Taxes, profit share, production share, or for rights to access resources to the governments governing the countries where the Projects or any Future Projects are located, including for greater certainty, all royalties and taxes or transfer of economic interests to the Government of the Republic of Argentina and ensure that such disclosure shall be substantially in the form set out in Schedule 5, and, if and only if material as determined by the Company, acting reasonably and in consultation with the IFC be made on a webpage readily accessible to the public in English; and thereafter deliver to IFC, promptly following publication, a copy of any information published pursuant this subsection;

within five (5) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having or which could reasonably be expected to have a Material Adverse Effect on the implementation or operation of the Operations or any Future Operations in compliance with the Performance Standards, specifying, in each case, the nature of the incident, accident or circumstance and any effects resulting or likely to result therefrom, and the measures being implemented to address them and to prevent any future similar event; and keep IFC reasonably informed of the on-going implementation of those measures;

within ninety (90) days of the end of each Financial Year, deliver to IFC the corresponding: (i) Annual Monitoring Report in the form attached as Schedule 3 hereto confirming compliance with the Environmental and Social Action Plan, the social and environmental covenants set forth in subsections 6.01(b) and (f) and Applicable S&E Law, or, as the case may be, identifying any non- compliance or failure, and actions being taken to remedy it; and (ii)the development outcome indicators in the form attached as Schedule 7 hereto;

comply with its obligations under the Permits and cause its Subsidiaries to comply with its obligations under the Permits;

not permit or undertake directly or indirectly any activities other than activities undertaken by the Company and its Subsidiaries as of the date hereof relating to the exploration and development of natural resources and reasonable extensions thereof and businesses ancillary or complementary thereto;

shall at all times from and after the date on which IFC becomes a shareholder in the Company (i) maintain adequate insurance coverage, which shall include, at a minimum, the requirements set out in Schedule 2, (ii)on an annual basis within sixty (60) days after renewal of the required insurance policies, provide IFC with copies of such insurance policies, and (iii)in respect of any investment in which the Company is the operator or majority shareholder ensure (and, in respect of any other investment of the Company, use reasonable endeavours to ensure) that adequate insurance is maintained against customary risks and liabilities in amounts which are appropriate;

comply with the Voluntary Principles on Security and Human Rights (see ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇/ or successor website location) in connection with its Operations and any Future Operations;

not engage in (nor authorize or permit any Affiliate or any other Person acting on its or its Subsidiary’s behalf to engage in) any Prohibited Activities or Sanctionable Practice with respect to any transaction contemplated by this Agreement or any of the Operations or Future Operations (including, without limitation, the Projects and any Future Projects) and it shall promptly notify IFC if it becomes aware of any violation of this subsection (q), and the Company shall cooperate in good faith with IFC and IFC’s representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

institute, maintain and comply with appropriate internal procedures and controls, satisfactory to IFC, and following best international standards, for anti-money laundering and combating the financing of terrorism, fraud, or other corrupt or illegal purposes or practices;

not, and shall ensure that each of its Subsidiaries shall not, conduct business or enter into any transaction with, or transmit any funds through, any Shell Bank;

not enter into any transaction with, or for the benefit of, any individuals or institutions named on (i) lists promulgated pursuant to any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter; or (ii) the World Bank Listing of Ineligible Firms (see ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇ or any successor website or location);

not undertake, or invest in any Person engaged in, any Prohibited Activity;

comply in all respects with the HSEC Policy;

promptly notify IFC, after becoming aware of its occurrence, of any actions, suits, proceedings or investigations, whether on behalf of or against the Company or any of its Subsidiaries, that (i)if adversely determined could have a Material Adverse Effect; or (ii) are criminal in nature;

Corrupt Practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

The World Bank Group² does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

In case of any reclassification of the Common Shares or change of the Common Shares into other shares, or in case of the consolidation, merger, reorganization or amalgamation of the Company with or into any other corporation or entity which results in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities, or in case of any transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (any such event being hereinafter referred to as a “Reclassification of Common Shares”), at any time prior to the Expiry Time, the Holder shall, after the effective date of such Reclassification of Common Shares and upon exercise of the right to purchase Common Shares hereunder, be entitled to receive, and shall accept, in lieu of the number of Common Shares to which the Holder was theretofore entitled upon such exercise, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of such Reclassification of Common Shares if, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled to acquire upon such exercise. No such Reclassification of Common Shares will be carried out unless, in the opinion of the Board of Directors of the Company, all appropriate adjustments shall be made in the application of the provisions set forth in this section with respect to the rights and interests thereafter of the Holder of this Warrant Certificate to the end that the provisions set forth in this section shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants. Any such adjustment must be made by and set forth in an amendment to this Warrant Certificate.

If and whenever at any time prior to the Expiry Time the Company shall:

subdivide, redivide or change its then outstanding Common Shares into a greater number of shares;

reduce, combine or consolidate its then outstanding Common Shares into a lesser number of shares; or

issue Common Shares, Participating Shares or Convertible Securities (both such terms as defined below in paragraph (g)) to all or substantially all of the holders of Common Shares by way of distribution on the Common Shares payable in Common Shares, Participating Shares or Convertible Securities;

(any such event being hereinafter referred to as “Capital Reorganization”) and any such event

results in an adjustment or readjustment in the Exercise Price pursuant to paragraph (c), the number of Common Shares purchasable pursuant to the Warrants shall be adjusted or readjusted contemporaneously with the adjustment or readjustment of the Exercise Price by multiplying the number of Common Shares purchasable on the exercise of the Warrants immediately prior to such adjustment by a fraction the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment or readjustment and the denominator of which shall be the Exercise Price resulting from such adjustment or readjustment.

If and whenever at any time prior to the Expiry Time, the Company shall engage in a Capital Reorganization, the Exercise Price shall, effective immediately after the effective date, in the case of a subdivision or consolidation, or effective immediately after the record date, in the case of a distribution, be adjusted by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction: (A) the numerator of which shall be the number of Common Shares and Participating Shares outstanding on such effective date or record date before giving effect to such Capital Reorganization; and (B) the denominator of which shall be the number of Common Shares and Participating Shares outstanding immediately after giving effect to such Capital Reorganization. The number of Common Shares and Participating Shares outstanding shall include the deemed conversion into or exchange for Common Shares or Participating Shares of any Convertible Securities distributed pursuant to such Capital Reorganization. Such adjustment shall be made successively whenever any event referred to in this paragraph shall occur.

To the extent that such Capital Reorganization is not effected or any such Convertible Securities issued pursuant thereto are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such Capital Reorganization had not been effected, the record date in respect of such Capital Reorganization had not occurred, or if such expired Convertible Securities had not been issued.

Any issue of Common Shares, Participating Shares or Convertible Securities pursuant to the Capital Reorganization shall be deemed to have been made on the record date thereof for the purpose of calculating the number of outstanding Common Shares under paragraphs (e) and (f).

If and whenever at any time prior to the Expiry Time, the Company shall fix a record date for the issuance of rights, options or warrants (other than the Warrants evidenced hereby) to all or substantially all the holders of Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares, Participating Shares or Convertible Securities at a price per share (or in the case of a Convertible Security the conversion or exchange price per share plus the issue price of such Convertible Security) that is less than 95% of the Current Value (as defined below) of a Common Share on such record date (any such event being hereinafter referred to as a “Rights Offering”), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on such record date; and (B) a number determined by dividing whichever of the following is applicable by the Current Value (as hereinafter defined) of the Common Shares on the record date: (1) the amount obtained by multiplying the number of Common Shares or Participating Shares which the holders of Common Shares are entitled to subscribe for or purchase by the subscription or purchase price; or (2) the amount obtained by multiplying the maximum number of Common Shares or Participating Shares which the holders of Common Shares are entitled to receive on the conversion or exchange of the Convertible Securities by the conversion or exchange price per share; and

the denominator of which shall be the aggregate of: (A) the number of Common Shares outstanding on such record date; and (B) whichever of the following is applicable: (1) the total number of Common Shares or Participating Shares which the holders of Common Shares are entitled to subscribe for or purchase; or (2) the total number of Common Shares or Participating Shares which the holders of Common Shares are entitled to receive on the conversion or exchange of the Convertible Securities.

If by the terms of the rights, options or warrants referred to in this paragraph (e), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, will be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be.

Any Common Shares owned by or held for the account of the Company or subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based if such expired rights, options or warrants had not been included in the original calculation.

If and whenever at any time prior to the Expiry Time, the Company shall fix a record date for the distribution to all or substantially all the holders of Common Shares of:

shares of any class, whether of the Company or any other corporation;

rights, options or warrants;

evidences of indebtedness; or

other assets or property;

and if such distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of rights, options or warrants entitling the holders of Common Shares to subscribe for or purchase Common Shares, Participating Shares or Convertible Securities for a period expiring not more than 45 days after such record date and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Current Value of the Common Shares on such record date (any such non-excluded event being hereinafter referred to as a “Special Distribution”) the Exercise Price shall be adjusted effective immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (I) the numerator of which shall be the amount by which (A)the amount obtained by multiplying the number of Common Shares outstanding on such record date by the Current Value of the Common Shares on such record date, exceeds (B)the fair market value (as determined by the external auditors of the Company, which determination shall be conclusive) to the holders of such Common Shares of such Special Distribution; and (II) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Value of the Common Shares on such record date.

Any Common Shares owned by or held for the account of the Company or subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed.

To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued for the purposes of determining the fair market value as referred to in subparagraph (f)(B) above.

For the purpose of this Warrant Certificate: (i) “Participating Share” means a share (other than a Common Share) that carries the right to participate in earnings to an unlimited degree; and (ii) “Convertible Security” means a security convertible into or exchangeable for a Common Share or a Participating Share or both.

On any adjustment of the Exercise Price pursuant to paragraph (e) or (f), the number of Common Shares purchasable on the exercise of the Warrants will be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Common Shares theretofore purchasable immediately before the adjustment by a fraction which is the reciprocal of the fraction used in the adjustment of the Exercise Price.

No adjustment pursuant to this Warrant Certificate shall be made in respect of dividends (payable in cash, Common Shares or Participating Shares) declared payable on the Common Shares in any fiscal year of the Company to the extent that such dividends, when aggregated with any dividends previously declared payable on the Common Shares in such fiscal year, do not exceed 50% of the aggregate consolidated net income of the Company, before extraordinary items, for its immediately preceding fiscal year.

In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder, upon the exercise of the Warrants after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares on and after such exercise.

The adjustments provided for in this Warrant Certificate are cumulative, shall, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth of one cent and shall apply (without duplication) to successive Reclassifications of Common Shares, Capital Reorganizations, Rights Offerings and Special Distributions; provided that, notwithstanding any other provision of this section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% of the Exercise Price then in effect (except upon a consolidation of the outstanding Common Shares) (provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment).

No adjustment in the number of Common Shares which may be purchased upon exercise of the Warrants or in the Exercise Price shall be made pursuant to this Warrant Certificate if the Holder is entitled to participate in such event (other than the events referred to in paragraph (b)(i) or (b)(ii) on the same terms mutatis mutandi as if the Holder had exercised the Warrants evidenced hereby for Common Shares prior to the effective date or record date of such event.

Subject to the prior written consent of the TSXV, in the event of any question arising with respect to the adjustments provided in this Warrant Certificate, such question shall conclusively be determined (as between the Company, the Holder, all shareholders of the Company and any transfer agent of the Common Shares) by a firm of chartered accountants appointed by the Company and acceptable to the Holder (who may be the Company’s auditors). Such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company, the Holder, the shareholders of the Company and any transfer agent of the Common Shares.

As a condition precedent to the taking of any action which would require an adjustment in the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of such classes of shares or other securities or property which are to be received upon the exercise of the Warrants, the Company shall take all corporate action which may, in the opinion of external counsel, be necessary in order that the Company has reserved and there will remain unissued a sufficient number of Common Shares for issuance upon the exercise of the Warrants, and that the Company may validly and legally issue as fully paid and non-assessable all the shares of such classes or other securities or may validly and legally distribute the property which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof.

At least 21 days prior to the later of the effective date or record date, as the case may be, of any event which requires an adjustment in the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number and classes of shares or other securities or property which are to be received upon the exercise thereof, the Company shall give notice to the Holder of the particulars of such event and the required adjustment and the computation of such adjustment.

This Warrant Certificate and all the rights hereunder (including the Warrants) shall enure to the benefit of the Holder and its successors and permitted assigns and shall be binding upon the Company and its successors.

The Warrants represented by this Warrant Certificate may not be transferred, sold, assigned or pledged, in whole or in part, to any person by the Holder without the Company’s prior written consent.

the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant Certificate, and

the Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.

The undersigned hereby certifies that at the time of exercise EITHER (i) it is not within the United States (as defined in Regulation S under the United States Securities Act of 1933, as amended (“Regulation S”)), is not a U.S. person (as defined in Regulation S) and is not exercising the Warrants on behalf of, or for the account or benefit of a U.S. person and did not execute or deliver this exercise form in the United States OR (ii) it is not a U.S. person pursuant to Rule 902(k)(vi) of Regulation S.

The undersigned is delivering a written opinion of U.S. counsel to the effect that the securities represented by this certificate and the securities to be delivered upon exercise hereof have been registered under the United States Securities Act of 1933, as amended, or are exempt from registration thereunder.

Erection/Construction All risks, based on full contract value and including:

Strikes, Riots and Civil Commotion

Debris Removal

Extra Expenses

Extended Maintenance

Third Party Liability

Marine Cargo All Risks (including war) in respect of all critical imports

Property All Risks on all assets, based on new replacement cost of assets

Machinery Breakdown

Business Interruption, including contingent business interruption

Third Party Liability

All insurances required by applicable laws and regulations.

Directors’ & Officers’ Liability

Development Impact Tracking Sheet:  ARGENTEX MINING CORPORATION

Client Fiscal Year Annual Figure

Source of Data

ECONOMIC INDICATORS

# of direct employees of the company*

           of which male (#)

           of which female (#)

Total taxes and other payments to govt (US$M)

National purchase of goods and services (US$M)

           of which amount (US$M) procured from local communities

ENVIRONMENTAL & SOCIAL

Community development outlays (US$)

PRIVATE SECTOR DEVELOPMENT IMPACTS 

Corporate Governance: Improving Board Structure and Function (Y/N)

# of independent Board members

# of female Board members

% and # of women that are in top management positions

Linkages program (Yes/No)

# of female-owned businesses supported (as part of Linkages program)

* includes contractors that are working on-site on a practically permanent basis