Argentex Mining Corporation - Form 20-F - Filed by newsfilecorp.com

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Argentex Mining Corporation
(Exact name of Registrant as specified in its charter)

Suite 835, 1100 Melville Street
Vancouver, British Columbia V6E 4A6, Canada
(Address of principal executive offices)

Michael Brown, President,
Suite 835, 1100 Melville Street
Vancouver, British Columbia V6E 4A6, Canada
Telephone: 604.568.2496
Fax: 604.568.1540
Email: mike@argentexmining.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

There were 88,941,317 common shares, without par value, issued and outstanding as of January 31, 2015.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] YES [X] NO

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] YES [X] NO

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
[ ] Item 17 [ ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[ ] YES [X] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

This annual report on Form 20-F contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for future operations. In some cases, forward-looking statements can be identified by the use of terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continues” or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this annual report on Form 20-F include statements about:

The material assumptions supporting these forward-looking statements include, among other things:

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

any of which may cause our company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Further, although we have attempted to identify factors that could cause actual results, levels of activity, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause results, levels of activity, performance or achievements not to be as anticipated, estimated or intended.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect management’s current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by applicable law, including the securities laws of Canada and the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. All forward-looking statements in this Form 20-F are qualified by this cautionary statement.

Unless otherwise indicated, all dollar amounts referred to herein are in United States dollars. All references to CDN$ are to Canadian dollars and all references to US$ are to United States dollars and an exchange rate of C$1 equals US$0.7867 has been presumed.

Unless otherwise indicated, the terms “we”, “us”, “our” and “Company” mean Argentex Mining Corporation, a British Columbia corporation, and/or our wholly owned subsidiary, SCRN Properties Ltd., a British Columbia corporation.

The following financial data summarizes selected financial data for our company prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for the five fiscal years ended January 31, 2015. The information presented below for the five year period ended January 31, 2015 is derived from our financial statements which were examined by our independent auditor. The information set forth below should be read in conjunction with our audited annual financial statements and related notes thereto included in this annual report, and with the information appearing under the heading “Item 5 – Operating and Financial Review and Prospects”.

Selected Financial Data
(Stated in United States Dollars – Calculated in accordance with US GAAP)

	Year Ended January 31, 2015 (audited)	Year Ended January 31, 2014 (audited)	Year Ended January 31, 2013 (audited)	Year Ended January 31, 2012 (audited)	Year Ended January 31, 2011 (audited)
	($)	($)	($)	($)	($)
Revenue	Nil	Nil	Nil	Nil	Nil
Expenses	1,666,731	3,995,593	7,970,065	9,051,301	5,167,893
Net Loss	1,655,224	3,963,490	7,927,950	8,998,382	5,164,198
Comprehensive Loss	1,675,506	3,982,179	7,972,132	8,978,538	5,164,198
Basic and Diluted Loss Per Share	$0.02	$0.05	$0.11	$0.14	$0.11

	Year Ended January 31, 2015 (audited)	Year Ended January 31, 2014 (audited)	Year Ended January 31, 2013 (audited)	Year Ended January 31, 2012 (audited)	Year Ended January 31, 2011 (audited)
	($)	($)	($)	($)	($)
Mineral Properties	815,000	815,000	815,000	815,000	815,000
Total Assets	2,237,048	4,106,481	3,443,763	10,646,310	6,963,168
Long-Term Debt	28,546	34,966	Nil	Nil	Nil
Dividends	Nil	Nil	Nil	Nil	Nil
Common shares Outstanding	88,941,317	87,992,975	71,677,317	71,437,317	56,587,922

Much of the information included in this report includes or is based upon estimates, projections or other forward-looking statements. Such forward-looking statements include any projections or estimates made by the Company and its management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. Except as required by law, we undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution readers of this report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. In evaluating our company, our business and any investment in our business, readers should carefully consider the following factors:

We have a limited operating history on which to base an evaluation of our business and prospects and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

Although we have been in the business of exploring mineral resource properties since 2002, we have not yet located any mineral reserve and we have never had any revenues from our operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do, that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. If we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to continue operations, our business will fail and you could lose your entire investment.

We conduct mineral exploration in foreign countries which have special risks which could have a negative effect on our operations and valuation.

Our exploration operations are conducted primarily in Argentina. Foreign countries can experience economic instability associated with unfavourable exchange rates, high unemployment, inflation and foreign debt. These factors could pose serious potential problems associated with our ability to raise additional capital which will be required to explore and/or develop any of our mineral properties. For example, official government projections of inflation in Argentina for calendar 2015 are around 12%. However unofficial projections place this figure at closer to 24%. Inflation of this magnitude would impact the cost of carrying out our business plans in Argentina. Developing economies have additional risks, including: foreign exchange controls, changes to or invalidation of government mining laws and regulations; expropriation or revocation of land or property rights; changes in foreign ownership rights; changes in foreign taxation rates; corruption; uncertain political climate; terrorist actions or war; and lack of a stable economic climate.

On October 26, 2011 the Federal Government of Argentina announced that future export revenues derived from mining operations must be repatriated to Argentina and converted to Argentine currency prior to being distributed either locally or back overseas. The distribution of earnings back overseas would require Argentine currency to be reconverted to foreign currency for repatriation. This overturns the benefits provided in 2002 and 2003-04 to all Argentinean oil and mining companies, respectively, that exempted them from the currency repatriation laws that apply to all other primary producers in the country. Although we do not currently derive any revenue from the export of any commodities, this requirement to repatriate earnings from future exports could have an adverse effect on our ability to exploit any minerals on any of our properties.

In July 2013 the Provincial government in the Province of Santa Cruz approved a new 1% tax on value of declared reserves in the ground for mining and exploration companies. Some of these companies filed legal actions alleging that this new tax is invalid, while others have paid the tax under protest. Whether this tax will survive the legal and political challenges remains to be seen, and our Pingüino property, which is located in the Province of Santa Cruz, does not currently have any reported reserves. However, if we were to discover a reserve at Pingüino and if this tax is not repealed, this could have an adverse impact on our ability to develop the property.

Continuing Inflation in Argentina may have an adverse effect on our Capital and on the Argentine Economy.

The devaluation of the Argentine Peso since January 2002 has created pressures on the domestic price system that generated high inflation throughout 2002, before inflation substantially stabilized in 2003. In the fiscal years 2010, 2011, 2012, 2013 and 2014, inflation according to the Argentine INDEC (National institute of Statistics and Censuses) was 11.0%, 9.7%, 9.9%, 10.5% and 23.9% respectively, in part due to actions implemented by the Argentine government to control inflation, including limitations on exports and price arrangements agreed upon with private companies. The uncertainty surrounding future inflation may impact the country’s growth.

Continued high inflation will adversely affect economic activity, employment, consumption and interest rates in Argentina while devaluing the Peso. In addition, the devaluation of the Peso will decrease the level of economic activity in the country. If inflation remains high or continues to rise, Argentina’s economy may be negatively impacted and our business could be adversely affected.

The figures for our estimated resource are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, resource figures presented in our filings with securities regulatory authorities including the SEC, press releases and other public statements that may be made from time to time are based upon estimates made by independent geologists. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralised material and grades of mineralisation on our properties. Until ore is actually mined and processed, mineralised material and grades of mineralisation must be considered as estimates only.

These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that mineralisation estimates will be accurate or that mineralisation can be mined or processed profitably.

Any material changes in mineral estimates and grades of mineralisation will affect the economic viability of placing a property into production and such property's return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered in large-scale tests under on-site conditions or in production scale. The estimates contained in our public filings have been determined and valued based on assumed future prices, cut-off grades and operating parameters that may prove to be inaccurate. Extended declines in market prices for gold and/or silver may render portions of our mineralisation estimates uneconomic and result in reduced reported mineralisation or adversely affect the commercial viability of one or more of our properties. Any material reductions in estimates of mineralisation, or of our ability to extract this mineralisation, could have a material adverse effect on our results of operations or financial condition.

Title to mineral properties can be uncertain, and we are at risk of loss of ownership of one or more of our properties.

Our ability to explore and operate our properties depends on the validity of our title to that property.

Under Argentinean Law, concessions are granted by provincial governments for unlimited periods of time, subject to a mining fee and the filing of a minimum investment plan and compliance with a one-off minimum investment in the concession equal to 300 times the relevant mining fee over a five year period. Failure to comply with these conditions may result in the termination of the concession. Uncertainties inherent in mineral properties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from public record. We have not obtained title opinions covering our entire property, with the attendant risk that title to some claims, particularly title to undeveloped property, may be defective. There may be valid challenges to the title to our property which, if successful, could impair future development and/or operations.

We remain at risk in that the mining claims may be forfeited either due to failure to comply with statutory requirements as to location and maintenance of the claims or challenges to whether a discovery of a valuable mineral exists on every claim.

Our stock price has historically been volatile, and as a result you could lose all or part of your investment.

The market price of our common stock has fluctuated significantly and may decline in the future. The annual high and low sale prices of our common stock for the last five fiscal years ended January 31, 2015 are as follows:

	OTCQB/OTCBB (US Dollars)		TSX Venture Exchange (Canadian Dollars)
	High	Low	High	Low
January 31, 2015	$0.10	$0.02	$0.12	$0.03
January 31, 2014	$0.29	$0.08	$0.31	$0.07
January 31, 2013	$0.59	$0.19	$0.59	$0.19
January 31, 2012	$1.73	$0.28	$1.69	$0.26
January 31, 2011	$1.07	$0.43	$1.05	$0.45

The fluctuation of the market price of our common stock has been affected by many factors that are beyond our control, including changes in the worldwide price for gold and silver, political risks in Argentina, results from our exploration or development efforts and the other risk factors discussed herein.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the FINRA’s sales practice requirements, which may limit a US stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the U.S. Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers in the United States. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on any of our properties. Unless and until we can do so, we cannot earn any revenues from operations and if we do not do so we may lose all of the funds that we have spent on exploration. If we do not discover any mineral reserve, our business may fail.

Despite exploration work on our mineral properties, we have not established that any of them contain any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business may fail.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at an economically viable cost. If we cannot accomplish these objectives, our business could fail. Although we believe that we are in compliance with all material laws and regulations that currently apply to our activities, we can give no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

If we establish the existence of a mineral reserve on any of our properties, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the reserve and our business could fail.

If we discover a mineral reserve on any of our properties, we will be required to expend substantial sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a reserve, there can be no assurance that any reserve established will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our exploration and development activities will be subject to all of the hazards and risks inherent in these activities. If we discover a mineral reserve, our operations could be subject to all of the hazards and risks inherent in the development and production of a mineral reserve, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. While we currently carry insurance for our exploration and development activities we cannot guarantee that an event will not occur that is either not insurable or has not been adequately covered by existing insurance policies. Similarly for operations we do not currently maintain any insurance coverage against these operating hazards nor can we guarantee that if we commence operations that all hazards can be or will be adequately covered by insurance other than on a best efforts basis. The payment of any liabilities that may arise from any such occurrence would likely have a material adverse impact on our company.

Fluctuating precious metals and gold and silver prices could negatively impact our business.

The potential for profitability of our mining properties is directly related to the market price of gold and silver. The price of gold and silver may also have a significant influence on the market price of our common stock. The market price of gold and silver historically has fluctuated significantly and is affected by numerous factors beyond our control. These factors include supply and demand fundamentals, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar and other currencies, interest rates, gold and silver sales and loans by central banks, forward sales by metal producers, accumulation and divestiture by exchange traded funds, global or regional political, economic or banking crises, and a number of other factors. The market price of silver is also affected by industrial demand. The selection of a property for exploration or development, the determination to construct a mine and place it into production, and the dedication of funds necessary to achieve such purposes are decisions that must be made long before the first revenues, if any, from production will be received. Price fluctuations between the time that such decisions are made and the commencement of production can have a material adverse effect on the economics of a mine.

The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold and silver prices decline and remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

We may compete with other exploration companies looking for mineral resource properties. Some of these other companies possess greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations. While we may compete with other exploration companies in the effort to locate and acquire mineral resource properties, we do not believe that we will compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

We may still be treated as a U.S. corporation and taxed on our worldwide income after the merger and continuation.

The merger and continuation of our company from the State of Delaware to the Province of British Columbia, Canada is considered a migration of our company from the State of Delaware to the Province of British Columbia, Canada. Certain transactions whereby a U.S. corporation migrates to a foreign jurisdiction can be considered by the United States Congress to be an abuse of the U.S. tax rules because thereafter the foreign entity is not subject to U.S. tax on its worldwide income. Section 7874(b) of the Internal Revenue Code of 1986, as amended (the “Code”), was enacted in 2004 to address this potential abuse. Section 7874(b) of the Code provides generally that certain corporations that migrate from the United States will nonetheless remain subject to U.S. tax on their worldwide income unless the migrating entity has substantial business activities in the foreign country to which it is migrating when compared to its total business activities.

If Section 7874(b) of the Code applied to the migration of our company from the State of Delaware to the Province of British Columbia, Canada, our company would continue to be subject to United States federal income taxation on its worldwide income. Section 7874(b) of the Code could apply to our migration unless we had substantial business activities in Canada when compared to our total business activities.

We may be classified as a Passive Foreign Investment Company as a result of the merger and continuation.

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company (“PFIC”) rules. These rules generally provide for punitive treatment of “U.S. holders” of PFICs. A foreign corporation is classified as a PFIC if more than 75% of its gross income is passive income or more than 50% of its assets produce passive income or are held for the production of passive income.

Because most of our assets after the merger and continuation are in cash or cash equivalents and shares of our wholly-owned subsidiary, SCRN Properties Ltd., we may in the future be classified as a PFIC. If we are classified as a PFIC, then the holders of shares of our company who are U.S. taxpayers may be subject to PFIC provisions which may impose U.S. taxes, in addition to those normally applicable, on the sale of their shares of our company or on distribution from our company.

Our head office is located at Suite 835, 1100 Melville Street, Vancouver, British Columbia V6E 4A6, Canada.

We are a British Columbia corporation governed by the British Columbia Business Corporations Act, and we are authorized to issue an unlimited number of common shares (without any par value) and an unlimited number of preferred shares (without any par value). We were originally incorporated on December 21, 2001 and on June 8, 2011, we were continued into the Province of British Columbia, Canada.

Our common shares are listed for trading on the TSX Venture Exchange under the symbol “ATX”. Our common shares also trade on the OTCQB marketplace under the symbol “AGXMF”.

We have one wholly-owned subsidiary, SCRN Properties Ltd., a British Columbia corporation, which we formed for the purpose of acquiring and exploring natural resource properties in Argentina.

During the years ended January 31, 2015, 2014 and 2013 we spent the following respective amounts on capital expenditures:

We are a junior exploration company that has not yet generated or realized any revenues from business operations. We currently hold interests in mineral properties located in the Santa Cruz and Rio Negro provinces of Argentina and in the Province of British Columbia, Canada. All of the surface rights and the mineral exploration licenses with respect to the Argentine claims are registered in the name of our subsidiary, SCRN Properties Ltd., while all of the mineral tenures with respect to our British Columbia claims are registered in the name of our company. One of the properties located in the Santa Cruz province of Argentina consists of surface rights and a group of claims that we refer to as the Pingüino property and we have concentrated the majority of our exploration efforts on this property.

Our company, which has historically focused primarily on exploration in Argentina, is now planning to expand its exploration focus to include precious metal projects in other Latin American countries. Our current strategy is to:

We have not determined whether any of our properties contain any mineral reserve. A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/about/forms/industryguides.pdf) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. There is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically and legally feasible to develop or exploit those resources. Even if we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit would constitute a reserve. Please refer to the section entitled “Risk Factors” for additional information about the risks of mineral exploration.

We have not begun significant operations and are considered an exploration stage company, as that term is defined in Industry Guide 7.

Austral Gold Limited is an Australian public company with a growing precious metals mining and exploration business in South America (primarily in Argentina and Chile).

On July 2, 2013, we completed a private placement offering with Austral Gold Limited and its Argentinean subsidiary, Austral Gold S.A. wherein we sold 8,632,000 units (the “Units”) to Austral Gold Limited and 242,824 Units and one convertible debenture in the principal amount of $2.3 million to Austral Gold S.A. for aggregate gross proceeds of $4,733,147 (CDN$4,975,484). The convertible debenture has been converted into 8,389,176 Units at a conversion price of $0.274163 (CDN$0.2882), which is equal to the Unit price in the offering. Each Unit consists of one common share and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one additional common share at an exercise price of approximately $0.31 (CDN$0.40) until July 2, 2018. All of these securities are subject to restrictions on transfer imposed by Canadian and US securities laws and to a contractual resale restriction imposed pursuant to the terms of an Investment Agreement signed at the closing.

The investment in our company by Austral Gold Limited and Austral Gold S.A. was strategic and on July 2, 2013, we also entered into an Investment Agreement with Austral Gold Limited that establishes a basic framework for what we anticipate will be a continuing business relationship. This Investment Agreement entitles Austral Gold to nominate one member of our Board, as well as an Assistant Secretary and one member of our Technical Advisory Board and it provides that Austral Gold and its affiliates will have limited anti-dilution rights. The agreement also provides that Austral Gold (and its affiliates) will not initiate or support any effort to gain control of our company and that it (and its affiliates) will refrain from acquiring any more than 19.9% of our issued and outstanding shares unless otherwise agreed to by us. Although both parties also agreed to continue to explore the potential for a business combination, these discussions did not result in a business combination and, in July of 2014, the special committee of our Board of Directors recommended that we undertake a broad review of our strategic alternatives. The Investment Agreement remains in effect until such time as Austral Gold (together with its affiliates) owns less than ten percent (10%) of our issued and outstanding shares (calculated on a partially diluted basis to include common shares that may be issued upon conversion of the convertible debenture). Austral has also agreed, on its own behalf and on behalf of Austral Gold S.A. that neither of them would transfer any of the securities purchased by it for one year after the closing, except for transfers to affiliates.

The subscription proceeds from the sale of the Units to Austral Gold were converted into $2,366,574 and paid to us in US dollars. The subscription proceeds from the sale of Units and the convertible debenture to Austral Gold S.A. were converted into 12,767,666 Argentine pesos and paid to SCRN Properties Ltd., our wholly-owned subsidiary, at our local branch in Argentina. Immediately following the Closing, we made a loan of 12,408,500 pesos (equivalent to $2.3 million) to an Argentine credit union. This loan was repaid in pesos in nine monthly installments, with the amount of each installment linked to the US dollar in an effort to protect our company from devaluation of the Argentine peso. This loan has now been repaid in full.

Pursuant to the Investment Agreement, Austral Gold nominated Wayne Hubert to our Board. As there were no vacancies, Jenna Hardy resigned from the Board and Wayne Hubert was appointed to fill the vacancy created by her resignation. Mr. Hubert, a resident of the State of Utah, in the United States, is also a director of Austral Gold. In addition, Austral Gold nominated, and our Board appointed, Stabro Kasaneva to our Technical Advisory Board. Mr. Kasaneva is also the Chief Operating Officer and a Director of Austral Gold. Ms. Hardy’s resignation and both appointments were effective July 2, 2013.

Austral Gold and its affiliates currently own 19.9% of our issued and outstanding common shares (on an undiluted basis).

On October 26, 2010, we issued 10,804,706 units to International Finance Corporation at a price of $0.66 (CDN$0.68) per unit for gross proceeds of $7,120,069 (CDN$7,347,200) pursuant to an equity and warrant subscription agreement that we entered into on September 24, 2010. Each unit consisted of one common share and one warrant, each warrant entitling International Finance Corporation to purchase one common share of our company at a price of approximately $0.90 (CDN$1.14) per share until October 26, 2015.

International Finance Corporation, a member of the World Bank Group, is a large development institution focused on the private sector in developing countries. It offers mining clients in developing countries a broad range of financial and advisory services throughout the mining life cycle. Through its early equity investment program, it assists exploration-stage companies such as our company with financing and advice on best practice environmental and social management.

Pursuant to the equity and warrant subscription agreement, we agreed to, among other things, through our employees, agents, contractors and subcontractors, and subsidiaries, ensure that the design, construction, operation, maintenance, management and monitoring of our sites, plants, equipment, operations and facilities are undertaken in compliance with, among other things, certain social and environmental measures to enable our projects to be explored and developed in compliance with Performance Standards on Social & Environmental Sustainability, dated April 30, 2006, of International Finance Corporation.

As of May 26, 2015, our company has one full-time employee, one part-time employee and one consultant. Our subsidiary, SCRN Properties Ltd., has one full time permanent employee and two consultants in Argentina. Our Chief Financial Officer provides services pursuant to a consulting agreement and is required to spend approximately 80% of his working time on our affairs. We also engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

We retain consultants on the basis of ability and experience. Except as set forth above, neither we nor any person acting on our behalf has any preliminary agreement or understanding, nor do we contemplate any such agreement concerning any aspect of our operations pursuant to which any person would be hired, compensated or paid a finder’s fee.

Most of our exploration properties are located in Argentina. Foreign countries can experience economic instability associated with unfavourable exchange rates, high unemployment, inflation and foreign debt. These factors could pose serious potential problems associated with our ability to raise the capital required to continue to explore and/or develop any of our mineral properties. For example, during our fourth quarter of 2013, the pesos devalued by approximately 25%. In addition official government projections of inflation in Argentina for 2015 are around 12%, however, unofficial projections place this figure at closer to 24%. Inflation of this magnitude would impact the cost of carrying out our business plans in Argentina.

On October 26, 2011 the Federal Government of Argentina announced that future export revenues derived from mining operations must be repatriated to Argentina and converted to Argentine currency prior to being distributed either locally or back overseas. The distribution of earnings back overseas would require Argentine currency to be reconverted to foreign currency for repatriation. This overturns the benefits provided in 2002 and 2003-2004 to all Argentinean oil and mining companies, respectively, that exempted them from the currency repatriation laws that apply to all other primary producers in the country. Although we do not currently derive any revenue from the export of any commodities, this requirement to repatriate earnings from future exports could have an adverse effect on our ability to exploit any minerals on any of our properties.

The laws, procedures and terminology regarding mineral title in Argentina differ considerably from those in the United States and in Canada. According to the Argentine Political State Organization, the mines (and the minerals therein) belong to the provinces in which they are located, which grant exploration permits and mine concessions to applicants.

However, the rights, obligations, and procedures for the acquisition, exploration, exploitation and use of mineral substances in Argentina are regulated by the federal government pursuant to the National Mining Code (the “National Mining Code”), though the Provinces have the power to regulate procedural aspects of the National Mining Code through Provincial Mining Procedure Codes and to organize the concession and enforcement authorities.

In general, a similar concept applies to the environmental aspects related to mining activities. Although the National Mining Code regulates the main aspects of environmental regulations, the provinces act as enforcement authorities. Furthermore, in application of Section 41 of the Argentine Constitution, many provinces have also enacted additional environmental laws which are directly or indirectly applicable to mining activities.

The National Mining Code establishes three classes of minerals; (i) the main metalliferous substances such as gold, silver, copper, lead, etc. whose ownership is vested in the provincial government, which in turn grants exploitation concessions to private companies; and (ii) Creek bed and placer deposits, as well as abandoned tailings, radioactive minerals and mine waste rock deposits which can be granted to companies or private persons and (iii) the other metalliferous substances, earthy minerals, industrial minerals, etc. that belong to the land owner and can be exploited by the owner or a third party.

A cateo (Spanish for “search”) is an exploration concession which permits one to search for minerals but does not permit mining, though it gives the owner a preferential right to apply for a mining concession for the exploitation of minerals discovered in the same area. Cateos are measured in 500 ha unit areas. A cateo cannot exceed 20 units (10,000 ha). No person may hold more than 20 permits or 400 units in a single province. The term of a cateo is based on its area: 150 days for the first unit (500 ha) and an additional 50 days for each unit thereafter. After a period of 300 days, 50% of the area over four units (2,000 ha) must be relinquished. At 700 days, 50% of the area remaining must be relinquished. Extensions may be granted to allow for bad weather, difficult access, or similar issues. Cateos are identified by a file number or dossier number.

The length of this process varies depending on the province, and often takes up to two years. Applications are processed on a first-come, first-served basis. During the application period, the first applicant has rights to any mineral discoveries made by third parties in the area of the cateo without its prior consent.

A “canon fee”, or tax, of ARS$400 per unit (approximately $50) is payable upon the application for a cateo. The canon fee for the cateo is paid once for the entire term of the exploration permit.

Manifestación de descubrimiento (elsewhere referred to as “manifestation of discovery”)

This is the status of a tenement in respect of which a discovery has been reported to the relevant authority during the exploration stage. It is effectively a procedural stage between exploration rights being converted into mining rights. At this stage, the tenement boundaries are redefined to encompass the specific area of the discovery.

Although the prior grant of a cateo is not a pre-condition for the granting of an exploitation right, the most common way to acquire a mina is to discover a mine as a consequence of exploration pursuant to a cateo. To convert an exploration concession to a mining concession, some or all of the area of a cateo must be converted to a “mina”. Minas are mining concessions which permit mining on a commercial basis. The area of a mina is measured in “pertenencias”. Each mina may consist of one or more pertenencias. “Common pertenencias” are six hectares and “disseminated pertenencias” are 100 hectares (relating to disseminated deposits of metals rather than discrete veins). Once granted, minas have an indefinite term assuming exploration development or mining is in progress in accordance with applicable law and the annual canon is paid. To convert an exploration concession to a mining concession requires a declaration of manifestation of discovery wherein a point within a cateo is nominated as a discovery point. The manifestation of discovery is used as a basis for location of the pertenencias. Manifestations of discovery do not have a definite area until pertenencias are proposed. Within a period following designation of a manifestation of discovery, the claimant may conduct further exploration, if necessary, to determine the size and shape of the ore body.

Following a publication and opposition period and approval by the Province, a formal survey of the pertenencias (together forming the mina) is completed. A surveyed mina provides the highest degree of mineral rights in Argentina and a title of property can be obtained with a surveyed mina.

The application to the mining authority must include official cartographic coordinates of the mine location and of the reconnaissance area, and a sample of the mineral discovered. The reconnaissance area, which may be as much as twice the surface area projection of the mine, is intended to allow for the geological extent of the ore body and for site layout and development. Excess area is released once the survey plans are approved by the mining authority.

Once the application for a mine has been submitted, the holder of the mining concession may commence mine operation as long as the environmental impact assessment has been approved. Any person may oppose to the granting of the mining concession, whether a holder of an overlapping cateo, a land-owner disputing the existence of the ore deposit or the class of the economic mineral, or a partner in the discovery who claims to have been neglected. Within 30 days after the resolution of any dispute against the location, nature, or assignment of the mining concession, the holder of the mining concession must submit a legal survey of the properties (lots) requested for the mine, within the maximum property limits allowed by the National Mining Code. The request is published in an official bulletin and may also be subject to dispute. Approval and registration of the legal survey request by the mining authority constitutes formal title to the mining property.

New mining concessions may also be awarded for mines that were abandoned or for which the original mining concessions have expired. In such cases, the first person claiming an interest in the property will have priority. A new mining concession will be awarded for the mine in the condition left by the previous holder.

The titleholder of a mine must fulfill four conditions as part of its mining concession in order to maintain its title in good standing: (i) pay the mining canons; (ii) provide the minimum amount of investment; (iii) provide the required environmental report and (iv) reactivate the mine if it has been shut down for more than four years, if so demanded by the mining authority.

Mining canons are paid to the state under which the mining concession is registered, and are paid in equal installments twice yearly to the province that owns the mining rights. The canon is set by national law according to the category of the mine. In general, the canon due per year is ARS$80 per 6 ha pertenencia for common ore bodies held by the mining concession, or ARS$800 per 100 ha pertenencia for disseminated ore bodies. Failure to comply with this obligation for fourteen months results in the cancellation of the mining right. However, the titleholder can recover the mining right for a period of 45 days after being so notified by the Mining Authority, by paying the outstanding canon plus a fine equal to 20% of the unpaid canon. The discoverer of the mine is exempt from paying canons for three years from the date on which formal title was awarded to the mine.

The holder of the mining concession must also commit to investing in fixed assets on the property to a minimum of at least 500 times the value of the annual mining canon over a period of five years. In the first two years, 20% of the total required investment must be made each year. For the final three years, the remaining 60% of the total required investment may be distributed in another manner. The mining concession expires if the minimum required investment schedule is not met. If the exploration or exploitation work at the mine is suspended for more than four years in a row, the mining authority can require the holder of the concession to prepare and undertake a plan to activate or reactivate work. Failure to file such a reactivation plan within 6 months results in the cancellation of the mining right. Such work must be completed on the property within a maximum period of five years.

A new mining operation is entitled to national, provincial, and municipal tax exemptions for five years. The exemptions commence with the awarding of formal title to the mine. The Mining Investment Act has established a 30-year guarantee of fiscal stability for new mining projects and/or extension of existing projects which applies retroactively, once approved, to the date of presentation of the feasibility study for the project. The law allows for accelerated depreciation of capital goods, deductions in exploration costs, and access to machinery and equipment at international prices. Depreciation of infrastructure occurs over a three year time period (60% depreciation in the first year, 20% in the second and 20% in the third) while all other depreciation occurs in a straight-line method of 33.33%. The major taxes that affect the mining sector are the Corporate Income Tax (35%), Alternative Minimum Tax (one percent of gross value of the assets), Value Added Tax (21%), Export duties tax (10% for silver and gold) and Mining Royalties of up to a maximum of three percent (3%) of the “mouth of mine” value of production, depending on the province.

The Environmental Protection Section of the National Mining Code of Argentina, enacted in 1995, requires that each Provincial government monitor and enforce the laws pertaining to subscribed development and protection of the environment. The National Constitution establishes that the Federal Government has to set the minimum standards. Provinces are entitled to strengthen those standards.

Provinces are allowed to withdraw areas from the normal cateo/mina process. These lands may be held directly by the province or assigned to provincial companies for study or exploration and development.

A party wishing to commence or modify any mining-related activity as defined by the National Mining Code, including prospecting, exploration, exploitation, development, preparation, extraction, and storage of mineral substances, as well as property abandonment or mine closure activity, must prepare and submit to the Provincial Environmental Management Unit (“PEMU”) an Informe de Impacto Ambiental or Environmental Impact Assessment (“EIA”) prior to commencing the work. Each EIA must describe the nature of the proposed work, its potential risk to the environment, and the measures that will be taken to mitigate that risk. The PEMU has a 60-day period to review and either approve or reject the EIA. However, the EIA is not considered to be automatically approved if the PEMU has not responded within that period. If the PEMU deems that the EIA does not have sufficient content or scope, the party submitting the EIA is granted a 30-day period in which to resubmit the document.

If accepted by the PEMU, the EIA is used as the basis to create a Declaración de Impacto Ambiental or Declaration of Environmental Impact (“DEI”) which the party must swear to uphold during the mining-related activity in question. The DEI must be updated every two years, with a report on the results of the protection measures taken. If protection measures are deemed inadequate, additional environmental protection may be required. Mine operators are liable for environmental damage. Sanctions and penalties for non-compliance to the DEI are outlined in the Environmental Protection Section of the National Mining Code, and may include warnings, fines, suspension of environmental Quality Certification, restoration of the environment, temporary or permanent closure of activities, and removal of authorization to conduct mining-related activities.

Further to the provisions of the National Mining Code on Environmental Protection, mining activities are also subject to other environmental regulations issued at the federal and provincial level (from the province where those activities are conducted).

All mineral rights described above are considered to be proprietary rights and can be sold, leased or assigned to third parties on a commercial basis. As described before, cateos and minas can be forfeited if minimum work and investment requirements are not performed or if annual payments are not made. Generally, notice and an opportunity to cure defaults is provided to the owner of such rights.

The Company currently owns 100% of SCRN Properties Ltd., a company governed by the laws of the Province of British Columbia.

Our principal offices consist of approximately 2,295 square feet of office space located at Suite 835, 1100 Melville Street, Vancouver, British Columbia V6E 4A6, Canada. Our telephone number at our principal office is 604.568.2496. Our fax number is 604.568.1540. We lease these premises pursuant to a lease agreement dated December 2, 2010. This lease is for a term of five years and one month beginning January 1, 2011 (with rent commencing February 1, 2011) and provides for the payment of a total monthly rental of approximately US$6,954 (CDN$6,954) during the first three years and a monthly rental of approximately US$5,734 (CDN$7,289) during the last two years of the term. Rent consists of a base rent amount and certain items of additional rent. In addition, we have subleased a portion of our leased premises for two years beginning January 1, 2011 for approximately $2,045 (CDN$2,600) per month. We have continued to sublease a portion of our leased premises under the terms of the original agreement. We believe that our office space and facilities are sufficient to meet our present needs and we do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.

In addition to our principal offices in Vancouver, British Columbia, our wholly-owned subsidiary, SCRN Properties Ltd. maintains an office in Salta, Argentina and another office in La Plata, Argentina. These are as follows:

Our wholly-owned subsidiary company, SCRN Properties Ltd., owns interests in eleven mineral properties located in the Santa Cruz province of Argentina and fifteen mineral properties located in the Rio Negro province of Argentina, and we own three contiguous mineral tenures located in south central British Columbia, Canada, known as the Clapperton Property.

To date, we have concentrated the bulk of our exploration efforts and expenditures on our Pingüino property, which is flagship property in the Santa Cruz province of Argentina. During the remainder of the year, we intend to continue to focus our efforts primarily on seeking and evaluating strategic options at a corporate and project level and evaluate new opportunities for other mineral prospects in Latin America, focusing on Chile and Northern Argentina.

There are no known reserves on any of our properties, including the Pingüino property, and any proposed program by us is exploratory in nature. There is no assurance that a commercially viable mineral deposit exists on any of our properties, including the Pingüino property, or that we will be able to identify any mineral resource on any of these properties that can be developed profitably. Even if we do discover commercially exploitable levels of mineral resources on any of our properties, which is unlikely, there can be no assurance that we would be able to enter into commercial production of these mineral resources.

The Pingüino property is located in southern Argentina in the north-central part of the Province of Santa Cruz, centered at longitude 68o 34’ West and latitude 48º 00’ South. The location is shown on the map below:

The Pingüino property consists of four “Manifestacions de Descubrimiento” described as follows:

Property Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Tranquilo 1	405.334/SCRN/05	SCRN Properties Ltd.	Manifestacion de Descubrimiento	3,500
Tranquilo 2	405.335/SCRN/05	SCRN Properties Ltd.	Manifestacion de Descubrimiento	3,500
Cañadon	405.336/SCRN/05	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,816
Pingüino	414.409/00	SCRN Properties Ltd.	Manifestacion de Descubrimiento	1,500

All of the Pingüino property except for the 10,000 hectare Plata Leon cateo is subject to a 2% net smelter returns royalty. We have the right to purchase one half of this net smelter returns royalty for the sum of approximately $787,000 (CDN$1,000,000) and all of it for the sum of approximately $1,573,000 (CDN$2,000,000). Title to all of the claims comprising the Pingüino property is registered in the name of our subsidiary, SCRN Properties Ltd.

In addition to the mineral claims, we own the surface rights to a significant portion of our Pingüino mineral property.

National Route 3 is the major paved provincial highway in southeastern Argentina. It parallels the Atlantic coast and connects the major regional centers Comodoro Rivadavia and Rio Gallegos. Both centers are served by daily flights from Buenos Aires. The nearest city to the property, Puerto San Julian, is located on the Atlantic coast 160 kilometers southeast of the property. It is 250 kilometers south of Comodoro Rivadavia and 400 kilometers north of Rio Gallegos along National Route 3.

Vehicle access to the property is via National Route 3 to the village of Tres Cerros, which is about 140 kilometers north of Puerto San Julian. The graveled (ripio) Provincial Route 87 goes west from Tres Cerros for 40 kilometers where it meets Provincial Route 75 that heads northwest for 21 kilometers. The local road turns north for 16 kilometers to the estancia El Piche. A single lane gravel road continues another 12 kilometers west to give access to the project area. Within the property, gravel and dirt roads provide good access to most areas of the property. In winter or during infrequent rainstorms, four-wheel drive is necessary.

The property covers several estancias (sheep ranches), some abandoned, located in the central part of Santa Cruz Province, particularly El Piche.

During 2004 we conducted a limited program of prospecting, soil sampling, trenching and trench sampling and IP geophysics. In 2005, we conducted our first drill program, which consisted of 45 short drill holes for a total of 3,010 metres, testing near-surface targets on the Marta vein that were largely determined by previous trenching results.

In 2006, we undertook a second drill program. We continued to focus on the Marta vein system, much of which remained untested from the previous drilling. As with our 2005 drill program, we discovered a number of mineralized silver-gold intervals in the northern part of the Marta vein but, in the southern portion, two drill holes intersected a substructure of the main Marta vein that revealed high lead, zinc, silver, gold and indium values. Other drill holes in the adjacent Yvonne vein also showed a high sulphide content and anomalous base, precious and indium values over significant widths.

In mid-January, 2007, we conducted a follow-up drill program consisting of 30 holes for a total of 3,000 metres. We focused on the central part of the Marta vein system, which included a number of new sulphide targets discovered by detailed mapping, prospecting and geophysics. The results of this program proved the existence of multiple sulphide veins in the central part of the Marta vein system (an area which, at the time, consisted of approximately 4 square kilometres, or 2.4 square miles).

In late 2007, we initiated a large drill program on the Pingüino property, targeting existing mineralized zones along strike and to depth as well as new targets with little or no existing testing. The first zone tested was Marta Centro and results released in early April 2008 confirmed the continuation of known base metal mineralization to depths deeper than previously tested. As part of the overall drill program, we conducted drill testing on Marta Este, Marta Norte, Marta Noroeste and other zones.

During the 2007-2008 exploration program, we completed approximately 21,000 metres of HQ diamond drilling at Pingüino. We tested a total of 15 base-metal and precious-metal veins in 151 new HQ diamond drill holes. In total, more than 10,000 core samples were collected and sent to Acme Analytical Laboratories for analysis.

In December 2009, we commenced the diamond drilling for the 2009-2010 exploration program at Pingüino. The program was designed to drill test new precious metal targets and expand known discoveries. Drilling was focused on Marta Norte, Marta Noroeste, Luna and the Tranquilo structure. A total of 89 shallow drill holes totaling 6,224 metres were completed by the end of the program in June 2010. Two new major discoveries included significant mineralized intersections at Luna and Tranquilo, which fall within the 11 kilometer long Tranquilo Trend structure.

In 2010, we focused on pre-drilling advanced exploration and target definition exploration work. We completed approximately 275 linear km of ground magnetometer surveys with 1,200 metres of trenching and channel sampling in key precious metal mineralized areas. In addition, we initiated a deep gradient Induced Polarization geophysical test on the core sulphide-rich vein area of the property to evaluate the proposed geological model of sulphide-enriched (and potentially mineralized) intrusives at depth, forming the source for the polymetallic veins exposed on surface.

Early in 2011, we initiated a 19,000 meter reverse circulation and diamond drilling program in the shallow oxidized portion of the silver-enriched high grade zones previously discovered at Pingüino. Our objective was to expand those centers of significant mineralization along strike and at depth.

On March 28, 2011 we began to release a series of drilling results from our 2011 exploration program. The first of these contained drill results from the Marta Noroeste vein, including the highest silver grades ever returned on Marta Noroeste with an intersection of 4 metres of 965 g/t Ag and 3.23 g/t Au. On April 12, 2011 we announced the results from the Marta Este and Marta Sur targets, including 12.0 Metres grading 512.5 g/t Ag and 1.12 g/t Au at Marta Este. On May 5, 2011 we announced the results from the Marta Centro and Marta Norte targets, including 8.0 metres grading 470.0 g/t Ag and 1.64 g/t Au within Marta Centro. The fourth set of drilling results included 5.76 Metres Grading 675.7 g/t Ag and 5.99 g/t Au and 61.79 Metres Grading 88.8 g/t Ag and 0.94 g/t Au at Marta Este. The fifth set of drilling results included 13.0 Metres Grading 525.1 g/t Ag at Tranquilo.

In July of 2011, we began Phase VIII of our Pingüino exploration plan. This program consists of soil sampling, trenching, geophysics (in-house ground magnetometer detail surveys and gradient IP) and field mapping, as well as metallurgical testing, all to help us define drill targets for a combined diamond drill and reverse circulation drill program for calendar 2012. We also began construction of a permanent exploration camp at Pingüino during the last calendar quarter of 2011.

In late 2011, we conducted geophysical and geochemical surveys in an effort to identify new drill targets. We identified a number of interesting geochemical "footprints" - the largest of these is a new silver anomaly that is more than twice that of the nearby silver-rich Marta Este vein, which has had more than 104 holes drilled to date. With limited outcropping vein material on surface, but with coincident geophysical and geochemical anomalies, it suggests excellent potential for the discovery of a new silver-rich vein. In addition, we identified a 500-meter extension to the silver-gold Marta Noroeste vein and numerous other extensions within the Tranquilo fault, Marta Sur and other parallel structures. Maps of these newly generated preliminary geochemical and geophysical targets are posted on our website (www.argentexmining.com).

We initiated the drilling component of Phase VIII of our exploration program on February 23, 2012 and completed it on June 1, 2012. This drill program consisted of 10,520 metres of drilling (113 drill holes) and focused primarily on infill and definition drilling of previously identified vein systems in an effort to maximize the potential expansion of the resource. The second focus of the drilling was to test new veins not previously drilled, but identified as potential targets based on geophysics, geochemistry and trenching where outcrop or sub-crop was identified. In addition, we completed a soil geochemistry grid over the 12 kilometre x 4 kilometre vein field and followed up with an in-house ground magnetometry survey across the system. We then confirmed the soil and magnetometry anomalies with mapping and a combination of 126.6 linear kilometre gradient IP with follow up detailed dipole-dipole IP. The result of these combined exploration tools increased the number of identified vein systems by 37%, from 51 to 70 (112.5 linear kilometres of veins).

The phase VIII trenching program consisted of 193 trenches and targeted new veins or extensions on known veins. The Kalia, CSV, Karina, María and Kimberly veins represent five newly discovered mineralized systems with high-grade Ag-Au anomalies on surface. Three of them, Kalia, Karina and Kimberly, are hosted in veins with an ENE strike, known as the “K” structural system. María is close and parallel to the Marta Este-Marta Oeste vein trends, and CSV has an atypical EW strike. The trenching results from the Tranquilo vein are among the highest silver grades recorded to date at Pingüino. In addition, we completed regional ground magnetics at Plata León.

A total of 2,110 metres (20 holes) of diamond drilling served as in-fill/definition holes on known vein systems while recovering sample material for metallurgical testing. Two separate areas of the Marta Este vein were selected for infill drilling, one in the primary zone and the other in the oxide area. The tested areas (40 metres deep and 20 metres wide) were drilled on a grid of 20 metres by 20 metres, with an additional hole in the middle. Results were in agreement with previous wider spaced holes from the oxide zone, and were better than expected from the primary zone. This may indicate there is potential to locate additional high grade pockets within Marta Este.

Five Reverse Circulation (“RC”) holes were drilled in the southern part of the ME vein. Four of the holes were focused on extending the oxide zone at the southern end of the vein, and a possible high-grade precious metal extension at depth was tested in the fifth hole. Both targeted areas confirmed the presence of high-grade mineralisation. The oxide zone of the ME vein was extended approximately 80 metres further south, based on assay results from three of the four RC holes drilled. The best results were from hole PR175 12, with 33 m @ 74.97 Ag eq., including 4 m @ 290.3 g/t Ag and 2.80 g/t Au, or 430.09 g/t Ag eq. PR176-12 was drilled to intersect the vein approximately 150 metres below surface and encountered high grade mineralisation down dip from high grade oxide intersections of earlier drilling.

We calculate Silver equivalent (Ag g/t eq.) as the total of Ag and Au in results, expressed in Ag terms, where the Au amount is converted to an equivalent Ag amount. The conversion of Au to Ag is based on the price difference between the Ag $/oz. and the Au $/oz. We use a conservative factor of Au = 50 * Ag. The historical ratio of Au closing price versus Ag daily price (London Fix) from 2002-2011 is 60.3, while for during our second quarter, (May 1-July 31) it was 55.8 (Source: Kitco via wikiposit.org (http://wikiposit.org/uid?KITCO).

Five RC holes were drilled in the southern part of the MW vein to test the potential for a depth-extension of significant mineralisation encountered in shallow holes completed in 2011. Only one of these holes, PR169-12, is interpreted to have intersected the MW vein, with 3 m @ 539.15 g/t Ag eq. A re-evaluation of the vein structure suggests that the easterly dip seen in its central section may have changed to a westerly dip. This "rolling over" is also interpreted in the northern section of the MW vein. Based on that revised assessment, the southeast section of the vein remains open in both strike and dip.

Five RC holes drilled in the MNW vein focused on extending the vein to the north and south, for a potential total strike length of 1,600 metres. Results from two RC holes confirmed high-grade precious metal mineralisation in each of the southern and northern areas of MNW. These two new areas suggest there may be at least three high-grade zones.

Nine RC holes were drilled in the Tranquilo Norte ("TRN"), Tranquilo ("TR") and Tranquilo Sur ("TRS") vein systems. The holes targeted different geochemical and geophysical anomalies along the Tranquilo fault, with two holes identifying silver grades in excess of 60 g/t. Of the six holes collared in the southern part of the TR vein, PR232-12 identified 1 m @ 129.0 g/t Ag, associated within a 2 metre wide polymetallic vein. From the two RC holes at TRS, PR228-12 returned 14 m @ 88.6 g/t Ag, including 4 m @ 121.8 g/t Ag. This hole at TRS is the first important silver discovery in this southern part of the Tranquilo trend.

Two RC holes drilled in each of these base metal-rich veins tested for anomalous silver content. The holes confirmed the polymetallic nature of these veins (with high Pb, Zn and indium values, analogous to the Marta Centro vein) but only low-grade silver mineralisation was encountered. These veins remain relatively underexplored.

Ten RC holes were drilled at the newly discovered KAR vein. The structure was initially identified with the combination of ground magnetics and soil surveys, and subsequently tested with rock chip sampling and trenching (please refer to our news release dated July 24, 2012 where we reported an intercept of 1 m @ 2,524 g/t Ag and 0.86 g/t Au). The KAR vein has a strike length of about 1,000 metres in three different segments (Karina I to III), and is crosscut and displaced by the northwest-oriented veins: Marta Noroeste and Savary.

The vein was drilled in the centre and eastern segments and intersected significant mineralisation in both. The best intersection from PR219-12 includes 2 m @ 1,459.5 g/t Ag and 1.17 g/t Au (1,517.9 g/t Ag eq.) Holes PR206-12, PR210-12 and PR218-12 did not intersect KAR III, which we interpret as being closer to an E-W strike than expected.

The FLO vein, a sub-cropping structure also discovered by geophysics, was drill tested by two RC holes. Hole PR245-12, drilled at the eastern end, intercepted 3 branches of the vein, with two of these returning good precious metal grades (1m @ 168.25 g/t Ag eq. and 1m @ 119.40 g/t Ag eq.). The second hole, PR247-12, was drilled on a northerly azimuth in the western section as a scissor, but didn’t intersect the vein which, it appears, dipped to the north.

We believe FLO has good potential for high-grade precious metals, noting its proximity to the Marta Este and Marta Oeste veins, where significant Ag and Au values have previously been reported.

The MIA, TRI and KIM untested geophysical anomalies were each tested with one RC drill hole. Although these holes did not return significant assays, we believe these veins warrant further exploration based on the nature of the geophysical anomalies.

Ten RC holes were drilled into the CSV veins after a group of parallel structures was discovered with a combination of soil surveys and gradient IP, and subsequently tested with trenches where 2 m @ 1,029 g/t Ag and 1.80 g/t Au was reported. The CSV vein structures do not outcrop, as they are obscured mainly by recent sediments.

All of the vein structures have an east-west strike and contain anomalous precious metals, particularly in silver, accompanied by elevated values in base metals and indium. These unexposed east-west striking high-grade structures are the first of their type to be found at Pingüino.

Four RC holes were drilled into the KAL vein as a follow up to encouraging results from trenching of soil anomalies where 1 m @ 175 g/t Ag and 3.06 g/t Au was reported.

KAL is a silver-bearing polymetallic vein, analogous to the Marta Centro (Ag-Au-Zn-Pb-In) vein type. Precious metal mineralisation was intercepted in all holes, ranging from 1 m @ 52.92 g/t Ag eq. to 2 m @ 249 g/t Ag, 0.74 g/t Au, 16.48% Pb, 5.11% Zn and 17.7 g/t indium. KAL is open along strike and at depth, and we believe it may hold good potential for precious and base metals.

The recently discovered PAM and AUR veins are located at the southern part of the Pingüino project. Both veins are characterised by a considerable strike length (>2 km), high relief due to the high silica content, and distribution in multiple parallel branches. The first set of exploratory RC holes on each vein targeted chargeability anomalies outlined by the Phase VIII IP program.

Three RC holes drilled at PAM identified two parallel veins. Holes PR234-12 and PR235-12 encountered anomalous silver and base metals in the west dipping western vein. Two RC holes were drilled at the two different branches of the AUR vein and identified base metal and silver grades in the eastern branch. Hole PR231-12 assayed 49.2 g/t Ag and close to 5% combined Pb+Zn over a 2 metre intersection. The AUR vein is an east dipping structure that can be compared to the nearby polymetallic Tranquilo vein. We believe the PAM and AUR veins warrant further exploration to assess their potential for precious and base metals in higher-grade zones along their extensive strike length.

SAV vein is a precious metals target with an interpreted strike length of over 3.7 kilometres. Nine shallow RC holes tested anomalous ground magnetics and structurally favourable areas at the intersections of Savary with crosscutting "K system" veins: Kasia, Kimsia, Kimberly, Karina and Karina Norte. Drill results revealed three high-grade precious metal zones along the vein. We interpret these to be structurally controlled by the intersections of the Savary structure with Kimsia, Karina III/CSV veins, with the section bound by the two branches of the south part of Savary III. These intersections are all open at depth. The Savary I segment is important for its apparent continuity based on drilling to date and for its potential volume of mineralisation. The Savary II area appears to present a structurally favourable setting for high-grade mineralisation. The high-grade precious metals encountered in PR224-12, with values up to 30 m @ 192 g/t Ag and 3.65 g/t Au, including two high-grade mineralized structures: a silver-rich one with 3 m @ 1,156.3 g/t Ag and 3.63 g/t Au; and a gold-rich one with 5 m @ 355.2 g/t Ag and 18.66 g/t Au, support this assumption. This hole suggests that intersections of the K vein systems, striking ENE, against the NW striking SAV vein system could provide a favourable setting for high-grade mineralisation.

Ten exploratory RC holes targeted previously identified high-grade areas along the two kilometre-long MS vein. Based on detailed ground magnetics, three anomalous areas (South, Central and North) were defined. The North zone, with a different (NNW) strike, had not been previously tested. Wide intervals of high-grade precious metal values were intersected at the southern anomaly with hole PR177-12 (19 m @ 272.5 g/t Ag and 0.41 g/t Au, including 5 m @ 767.2 g/t Ag and 0.57 g/t Au) and hole PR202-12 (21 m @ 109.9 g/t Ag and 0.26 g/t Au, including 4 m @ 313.3 g/t Ag and 0.63 g/t Au). These holes, together with results from the 2011 Phase VII drill program, indicate a high-grade precious metal system with a strike length of approximately 350 metres. This is the first high-grade area found at this large and thick quartz vein, and suggests that additional high-grade precious metal values may exist at depth.

SIL is a very long structure, having a strike length of approximately 4.5 kilometres. It had just two holes drilled in previous exploration phases. The central area is outlined by both anomalous ground magnetics and gradient IP which was tested with four RC exploration holes. The drilling reported high-grade precious metal values, along with high-grade base metal values for the two northern holes --- 2 m @ 286.5 g/t and Ag 0.88 g/t Au in hole PR180-12 and 4 m @ 131.1 g/t Ag and 0.39 g/t Au in hole PR240-12. These two holes suggest the presence of a new high-grade area at SIL with a potential strike length of 450 metres.

There can be no assurance that future exploration will reveal any significant amounts of gold or other minerals in quantities sufficient to justify the development of a mine or the conduct of mining operations.

We designed Phase IX of our exploration program at Pingüino to focus on adding medium to high grade oxide material to our silver-gold mineral resources which, if established to be economic, could lend itself to an open pit heap leach operation requiring lower capital costs for development and potentially lower processing costs. We began phase IX in August of 2013. The program consisted of a 58-hole, 3,003 metre RC drill program that was completed in October 2013, as well as 6,453 metres of trenching in 122 trenches. We completed the cleaning, mapping and sampling and received all assays from these trenches in March 2014.

Karina was discovered in 2012, and was previously identified through ground magnetics and soil surveys. The Karina vein has a known strike length of about 1,000 meters in three different segments (Karina I to III), and is crosscut and displaced by the northwest-oriented veins, Marta Noroeste and Savary. The higher grades located near intersections with adjacent or crosscutting veins suggests a potential for high grade shoots to continue to depth. Arrayed from west to east, those veins are Marta Este, Savary and CSV Norte. We expect to add the Karina vein to our resource model based on the continuity and grade along the vein.

We obtained high grade gold intersects in the Ivonne Norte Vein, which continue on from those discovered in the Savary Vein last year. The high grade intersections in the oxide zone at Ivonne Norte may represent the upper portions of high grade shoots, which would open up the potential for additional high grade resources to be identified in deeper drilling. The mineralisation at Ivonne Norte (IVN) is interpreted to represent the earliest higher temperature phase mineralising event at Pingüino. It is typically more Au-rich than the subsequent phases of mineralisation. Based on the consistent grade and continuity, we expect that this vein will also be added to our updated resource model.

New drilling of the Karly, CSS and CSN veins followed up their initial discovery in 2012. They represent a more east-west trending vein splay set, which remains open at depth and to the east, although drilling to date has not encountered continuous high grades. The one very high grade trench intersection (CSS 10-13) indicates that this area, despite being more complex, is prospective and will require additional work to better define the controls on mineralisation. The drilling at Marta Noroeste (MNW) discovered a potential higher grade shoot in its southern extent (hole PR283-13), which included an intersection of 3 meters @ 486 g/t Ag and 1.30 g/t Au from 44 meters. This hole was in follow up to mineralisation encountered in trench MNW08-10 and in drill hole PR250-12. This potential high grade shoot remains open at depth and could have the same west-north-west plunge as the main shoot.

The shallow drilling on the Tranquillo vein has significantly expanded the high grade zone of silver mineralisation in its northern area. The vein is covered by relatively thin post-Jurassic sediments that blanket that area of the project (see our website for a longitudinal view). Oxide mineralisation remains open along strike to the north, and at depth in sulphide mineralization, to the south.

The moderate amount of drilling on the Luna vein excluded it from the 2012 resource model as higher priority veins, based on a tonnage and grade expectation, received greater attention in previous drill programs. This round of drilling has changed our perspective, with hole PR309-13 indicating possible high grade material in the northern area of the vein. The Luna vein mineralisation has mineralogical and geochemical characteristics that are very similar to those of the Tranquilo vein, and it too shows potential for high-grade oxide mineralisation along strike and at depth for sulphide mineralisation. We expect to include it in the resource update based on the discovery of higher grade material.

Drilling results from Savary indicate consistent low to medium grade gold and silver along the length of the vein. Its higher ratio of gold to silver suggests that mineralisation is associated with the earlier higher temperature mineralisation seen at Pingüino (including the Ivonne and Ivonne Norte veins). Mineralisation appears to be strongly controlled in grade terms by the presence of cross-cutting structures. Hole PR294-13, which intersected 3 meters @ 2.21 g/t Au and 110.7 g/t Ag, is located near the intersection with the ENE-WSW Kasia vein. Although the level of oxidization encountered at Savary is quite shallow, there remains considerable potential for high grade shoots associated with cross cutting structures, as seen in PR224 12, which intersected 5 meters @ 18.66 g/t Au and 355.2 g/t Ag (see our news release of Oct. 11 2012) and is located near the intersection with the ENE-WSW striking Karina vein. The Savary vein is not included in the current resource model. It has a strike length of over 3km and the grade appears to be strongly related to cross cutting structures. It has a higher gold content compared to silver, indicating an association with the earliest higher temperature mineralizing event at Pingüino.

Drilling at Tranquilo Sur has confirmed the presence of wide zones of lower grade veinlet hosted silver mineralisation around a narrower (2 to 3 meters) brecciated vein grading up to 134.7 g/t Ag. This is consistent with gossanous outcrop exhibiting multiple structural events including some that post-date mineralisation.

The trenching program was undertaken principally to establish in what areas near-surface mineralisation can be outlined in the block model resource assessment at Pingüino. In addition to providing better continuation to the high grade zone at Tranquilo, the trenches have extended and confirmed the presence of good medium-grade gold mineralisation at surface in the more easterly veins at Savary and the CSS-CSV group, which we believe is a very encouraging outcome. The trenching plays an important role in characterising remnant mineralisation in the oxidized zone at Pingüino. The low silver grade in the trenches is generally not correlated to grade at depth. This is typical for leached material. However, higher grade mineralisation in the trenches is strongly correlated to the presence of supergene enriched, high grade silver zones.

Complete drilling results are disclosed on our website at www.argentexmining.com.

This program was designed to recover metallurgical samples to investigate heap leaching and milling processes. Based on our current concept of project economics, geochemistry and mineralogical characteristics, five major veins were chosen for the sampling:

The diamond drill holes drilled in fiscal 2014 were located in an effort to add new information on each vein for subsequent resource calculations; each new hole was located in the vicinity of previous holes with average silver and gold grades. Holes were selected for both oxide and primary mineralisation so that mill testing could be done on both types of material. An intersection from one historical hole in the Ivonne Norte vein (hole P356-11) was included in the test sample. We retained G&T Metallurgical Services Ltd. of Kamloops, B.C. to conduct preliminary flotation and leaching metallurgical tests on Pingüino mineralisation. In total, 324.52 kg of diamond drill core was sent to the lab, from which two initial composites from Marta Centro and Marta Este were chosen for preliminary bench-scale grinding and flotation studies. Following this preliminary testing, we intend to investigate leaching of the flotation tails. The goal of this testing is to increase overall gold and silver recoveries while getting more information on reagent consumptions.

The Pingüino deposit has a leached cap and for this reason leach testing will be completed to determine whether heap leaching is a potentially viable processing option. Since column tests for heap leaching require a significant volume of material at a certain particle size, and historical diamond drilling of the leached cap has yielded poor recoveries, we decided to use surface trenches to provide the samples. If we determine that heap leaching is a reasonable processing scenario, more detailed sampling and testing may be done at a later date.

We retained ALS Ammtec of Balcatta, Australia, to conduct metallurgical testing of the oxide mineralisation found at surface at Pingüino. Trench samples of oxide material weighing 1,876.7 kg were delivered in May 2012. The initial testing consisted of bottle roll tests on various sizes of stage crushed product. On the basis of these results only Marta Norte and Tranquilo material was considered suitable for column testing. Two separate trench composites from Marta Norte and Tranquilo at a grind size of <12.7mm were subjected to column testing, as well as a trench sample from Tranquilo at a 50mm grind. If coarse leaching does not prove attractive, we intend to investigate fine grinding and agitated leaching.

On February 21, 2013, we released preliminary metallurgical testing results provided by G&T Metallurgical Services of Kamloops, British Columbia, which tested the metallurgy on our Pingüino project using samples from RC drilling, DDH and trenches. These results were disclosed in a news release dated February 21, 2013, which is available on our website at www.argentexmining.com. Highlights included:

We own interests in 12 additional mineral claims in the Santa Cruz Province of Argentina that we have historically referred to as our “Santa Cruz properties”. The Santa Cruz properties are comprised of nine individual properties known as Plata Leon (one claim), Condor (six claims), Contreras (two claims), Nuevo Oro (one claim) and the Diamante (two claims). During the year, we dropped 7 mineral claims in the province of Santa Cruz. Our Condor property is described as follows:

Property Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Alto Condor	400.720/SCRN/07	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,000
Condor Manifestacion de Descubrimiento ⁽¹⁾	414.085/CID/00	SCRN Properties Ltd.	Manifestacion de Descubrimiento	1,500
Condor Pertinencia 1⁽²⁾	414.085/CID/00	SCRN Properties Ltd.	Pertinencias	6
Condor Pertinencia 2⁽²⁾	414.085/CID/00	SCRN Properties Ltd.	Pertinencias	6
Condor Pertinencia 3⁽²⁾	414.085/CID/00	SCRN Properties Ltd.	Pertinencias	6

Claim Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Plata Leon	407.423/06	SCRN Properties Ltd.	Cateo	10,000
Diamante 1	407.929/03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,906
Diamante 2	407.928/03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,862

Claim Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Contreras Oeste	424.987/SCRN/10	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,937
Contreras Este	424.988/SCRN/10	SCRN Properties Ltd.	Manifestacion de Descubrimiento	1,622
Nuevo Oro 2	407.934/03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,951

We completed geological work at the Merlot M.D. area within the Cabernet-Merlot property in central Santa Cruz province. Field work was completed in December 2012, and results did not identify significant mineralised areas at Merlot, with only one Zn anomaly with strongly oxidized rocks. Additional sampling was performed at the Cabernet I and II M.D. areas, explored previously in 2010. More representative samples were added to the three mineralised areas: El Esteco (oxide area with anomalous in Zn and Mn), Las Moras (argillic alteration zone with As, Hg, Pb, Zn and Mo anomalies), and Los Árboles (argillic alteration zone with Mn and Zn contents).

We did not conduct any significant exploration activities on our Contreras property or our other projects in Santa Cruz during the year ended January 31, 2015.

Exploration on the Condor property during the year ended January 31, 2014, has been focused on the investigation of a prospective geological model for the Condor area.

Activities comprised finishing the detailed mapping of the Jurassic outcrops, completion of the regional (200 by 200 metres) soil grid with statistical processing of the data in order to create maps, remediation of the phase I trenches (1921 metres), completion of 4 new trenches (220 metres) at Aguilucho vein and 14 ppm Au hydrothermal breccia areas, relogging of the 2010 diamond drill core, and a structural interpretation of the geology and geophysics.

Target	Trench	Start [m]	End [m]	Length [m]¹	Ag [g/t]	Au [g/t]
Hydothermal Breccia	AGX-04-12	25.00	27.00	2.00	<0.01	0.616
Hydothermal Breccia	AGX-04-12	27.00	29.00	2.00	<0.01	0.291

Two main targets were defined for the area: 1) low grade large tonnage disseminated gold mineralization hosted in chalcedonic and pyrite/marcasite-rich hydrothermal breccias within rhyolitic domes, and 2) high grade vein feeders located at depth and represented by fragments of them transported to surface by hydrothermal eruption breccias.

The second target is the most relevant for the company and more geophysics are needed to target for the deep high grade vein feeders.

We own interests in one cateo and ten manifestacions de descubrimiento located in the Los Menucos epithermal gold district of Rio Negro province. These Rio Negro properties, which cover an aggregate of 70,387 hectares, are described as follows:

Property Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Catre 3	37.115-12	SCRN Properties Ltd	Manifestacion de Descubrimiento	6,411
Catre 4	37.116-12	SCRN Properties Ltd	Manifestacion de Descubrimiento	8,770
Catre 5	37.117-12	SCRN Properties Ltd	Manifestacion de Descubrimiento	8,443
Catre 6	37.118-12	SCRN Properties Ltd	Manifestacion de Descubrimiento	1,226
Catre 7	37.119-12	SCRN Properties Ltd	Manifestacion de Descubrimiento	3,407
Mochas 2	28.045-03	SCRN Properties Ltd.	Cateo	9,960

Property Name	Expediente No. (File No.)	Registered Holder	Claim Type	Size (Hectares)
Mochas 3	28.046-03	SCRN Properties Ltd.	Cateo	9,878
Menucos 6	28.036-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,999
Menucos 7	28.037-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,880
Menucos 8	28.038-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,959
Menucos 9	28.039-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,999
Menucos 10	28.040-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,730
Menucos 11	28.041-03	SCRN Properties Ltd.	Manifestacion de Descubrimiento	1,840
Menucos 12	28.042-M-2003	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,920
Menucos 13	28.043-M-2003	SCRN Properties Ltd.	Manifestacion de Descubrimiento	2,965

There are no known reserves on any of these Rio Negro properties. The collective group our Rio Negro properties may decrease or increase in size due to our refocusing exploration emphasis and focus based upon many factors, including market conditions.

As discussed earlier in this annual report on Form 20-F, our primary focus has been our Pingüino property located in Santa Cruz province.

During our year ended January 31, 2013, we conducted two field trips to our Río Negro group of properties divided in two blocks: Jacobacci and Los Menucos). We completed the geological work on the southern properties (Jacobacci block) that are located east of the Calcatreu mining project. These two trips comprised mapping and sampling of the most relevant geological and mineralization features at the eight properties of the Jacobacci block. From this work, we defined silica replacements and some quartz and calcite veinlets, but without significant metal content, during our year ended January 31, 2014 we decided to keep just four of the eight mining properties at this block, and abandoned a properties reducing our group of properties to 70,346 ha in 15 mining properties.

On June 7, 2010, we acquired a group of three contiguous mineral tenures known as the Clapperton Property, covering an aggregate of approximately 825 hectares of land located in south central British Columbia, Canada, approximately 25 kilometres northeast of the town of Merritt, British Columbia. The total purchase price was $324. Between May 25, 2011 and June 4, 2013, the Company made cash-in-lieu payments of approximately $11,848 (CDN$11,791) which advanced the expiry date of the three mineral tenures to December 7, 2013.

During the year ended January 31, 2014 we undertook follow-up work to test historical work on our Clapperton property, located approximately 25kilometers NE of the town of Merritt. Historical work by Canadian Occidental Petroleum in 1975 and 1976 identified a copper soil anomaly (only Cu and Mo were assayed for) in the central south portion of the Property with coincident quartz, chalcopyrite, epidote, chlorite, malachite veins and veinlets in granodioritic host rock. Rock chip samples confirmed the presence of Cu in narrow veinlets in the central southern part of the property, but these did not show any other precious metals (see table below).

Sample	Mo [ppm]	Cu [ppm]	Pb [ppm]	Zn [ppm]	Ag [ppm]	As [ppm]	Au [ppb]
157951	<0.1	8.9	2.3	20	<0.1	<0.5	1.7
157952	0.4	3155.8	3.3	78	3.5	<0.5	33.6
157953	1.7	3011.4	6.8	53	2.4	1.2	8.3
157954	<0.1	23.5	1.4	12	<0.1	<0.5	<0.5
157955	0.3	205.0	1.6	7	0.3	<0.5	2.0
157956	0.2	87.1	2.2	81	<0.1	0.8	1.2
157957	0.2	5.7	1.0	6	<0.1	<0.5	1.2
157958	0.3	5.3	0.8	3	<0.1	<0.5	2.6

The potential for deep seated porphyry type mineralisation beneath this veining exits and we are evaluating next steps for exploration.

Subsequent to year-end, we submitted a report to the British Colombia government. The report was approved and extended the expiry date of the three mineral tenures to March 1, 2016.

There are no known mineral resources or reserves on the Clapperton Property, nor can there be any assurance that we will be able to identify any mineral resource or reserve there.

You should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and related notes thereto included elsewhere in this annual report on Form 20-F prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements

We have earned only interest on our cash and cash equivalents. We have not earned any revenue from operations since our inception and we do not anticipate earning any revenue from our operations until such time as we have entered into commercial production at one or more of our mineral projects or we sell or joint venture one or more of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurance that we will discover a reserve on our properties or, if we do discover a reserve, that we will be able to enter into commercial production.

Our mineral exploration expenses during the year ended January 31, 2015 and 2014 were as follows:

In note 7 of our January 31, 2015 financial statements we have provided a detailed breakdown of our mineral exploration expenses. Most of these expenditures were incurred on our Pingüino project; those that were significant are disclosed in the table below.

The most significant mineral exploration expense during the year ended January 31, 2015 was the cost to update our Pingüino Resource Estimate, while during the prior year we had a drill program of 3,003 metres and a trenching program.

During our fourth quarter ended January 31, 2014, we placed the camp at Pingüino on care and maintenance and reduced the number of employees working there. During our first quarter ended April 30, 2014, we further reduced the number of our employees working on our Pingüino project and the camp remains on care and maintenance status. We anticipate that we will continue to avoid significant camp, salary and supply costs whilst we are focused on corporate level development and evaluation of potential small scale production scenarios.

The decrease in our mineral exploration expenses during the year ended January 31, 2015 was primarily due to the difference in the scope of our fiscal 2014 exploration program at our Pingüino Property, which consisted of 3,003 metres of drilling in 58 holes. In comparison, our fiscal 2015 consisted primarily of updating our Pingüino Resource Estimate.

Our general and administrative expenses for the years ended January 31, 2015 and 2014 were as follows:

Our significant general and administrative expenses for the years ended January 31, 2015 and 2014 are summarized in the table below. The decrease in general and administrative expenses during the year ended January 31, 2015 reflects our cost reduction efforts, as well as a lower level of overall activity than during the year ended January 31, 2014. In addition, during the year ended January 31, 2014 we incurred a foreign exchange loss of $283,632 (January 31, 2015-$32,004), most of which was a result of the devaluation of the Argentine peso in January 2014.

Included in our general and administrative expenses during the year ended January 31, 2015 and 2014 are costs of $84,219 and $473,204, respectively, related to discussions of a business combination with Austral Gold, negotiation of our 2013 financing and depreciation of $60,040 (January 31, 2014-$61,414). The table below shows the effect of excluding these expenses.

Our mineral exploration expenses were $1,642,510 during the year ended January 31, 2014, a decrease of $3,505,163, or 68%, from $5,147,673 during the year ended January 31, 2013. In note 7 of our January 31, 2015 financial statements we have provided a detailed breakdown of our mineral exploration expenses. The majority of these expenditures were incurred on our Pinguino project and are summarized in the following schedule.

The decrease in our mineral exploration expenses during the year ended January 31, 2014 was primarily due to the difference in the scope of our fiscal 2014 exploration program at our Pingüino Property, which consisted of 3,003 metres of drilling in 58 holes. In comparison, our fiscal 2013 exploration program consisted of 10,520 metres of drilling in 113 holes. The 2014 drill program was entirely reverse circulation (“RC”) drilling, while approximately 20% of our fiscal 2013 drill program was diamond drilling (“DDH”). As RC drilling is less expensive and takes less time to drill than DDH drilling, we had lower drilling costs per meter in fiscal 2014 and lower camp costs per metre drilled. In addition, we were also able to negotiate lower drilling costs in fiscal 2014 than fiscal 2013. Our mineral exploration expenses during our year ended January 31, 2013 also included costs for metallurgical testing and the preparation of our 2013 Technical Report.

As summarized in the schedule below, our general and administrative expenses (total expenses excluding mineral property interests and stock-based compensation) were $2,353,083 during the year ended January 31, 2014, an increase of $235,224 or 11% from $2,117,859 during the year ended January 31, 2013. The increase was primarily due to a foreign exchange loss of $283,632 during the year ended January 31, 2014, most of which was a result of the devaluation of the Argentine peso in January 2014, as compared to a foreign exchange gain of $108,848 during the year ended January 31, 2013, as well as increases in director fees, professional fees and salaries and benefits. The increase was partially offset by a reduction in office and sundry expenses, shareholder and investor relations expenses, and travel expenses. Expenses related primarily to our July 2, 2013 financing and our discussion of a business combination with Austral Gold incurred during the year ended January 31, 2014 totaled $473,204⁽¹⁾. General and administrative expenses excluding this amount and excluding the foreign exchange loss during the year ended January 31, 2014 totaled $1,599,132, a decrease of $627,575, or 28.2%, from $2,226,707 during the year ended January 31, 2013, after adjusting for a foreign exchange gain of $108,848.

On October 26, 2011 the Federal Government of Argentina announced that future export revenues derived from mining operations must be repatriated to Argentina and converted to Argentine currency prior to being distributed either locally or back overseas. The distribution of earnings back overseas would require Argentine currency to be reconverted to foreign currency for repatriation. This overturns the benefits provided in 2002 and 2003-04 to all Argentine oil and mining companies, respectively, that exempted them from the currency repatriation laws that apply to all other primary producers in the country. Although we do not currently derive any revenue from the export of any commodities, this requirement to repatriate earnings from future exports could have an adverse effect on our ability to exploit any minerals on any of our properties.

We currently have no operating revenues other than interest income and rely primarily on equity financing to fund our exploration and administrative expenses.

At January 31, 2015 we had $590,925 in cash and cash equivalents and the US dollar equivalent of $477,606 in Argentine pesos in a fund managed by an international brokerage firm. Our working capital1 decreased by $1,622,858 to $971,420 at January 31, 2015 from $2,594,278 at January 31, 2014. During the year ended January 31, 2015, our Argentine borrower repaid approximately $260,000, the balance owed under our loan agreement, plus applicable taxes of $17,097.

We monitor our liquidity to ensure we can meet our business requirements by preparing annual budgets and regular cash flow forecasts, and where necessary, pursuing financing, and managing the timing of our expenditures accordingly.

Raising exploration capital in the current financial market has continued to be difficult for junior exploration companies. In addition, mineral resource companies with activities in Argentina have experienced additional negative sentiment due to inflation and political uncertainty in that country. As a result, we have scaled back our exploration plans and reduced our general and administrative expenses in an effort to conserve our available capital while we focus on diversifying our operations and developing our strategic alternatives.

As disclosed in note 3 of our financial statements, the continuation of our company as a going concern is dependent upon the continued financial support of our shareholders, our ability to obtain financing and attain profitable operations, or the sale, option or joint venture of one or more of our resource properties. We plan to obtain sufficient working capital to execute our business plans through the sale of additional equity or new strategic relationships but we provide no assurance that we will be able to do so.

Net cash used in operating activities was $1,796,331 during the year ended January 31, 2015 as compared to $3,978,977 during the year ended January 31, 2014. The decrease is primarily due to decreases in our administrative expenses and mineral property exploration activities during the year ended January 31, 2015 as compared to January 31, 2014, as explained above.

Net cash used in investing activities was $195,800 during the year ended January 31, 2015 as compared to $238,926 during the year ended January 31, 2014. During the year ended January 31, 2015, we paid $875,655 equivalent in Argentine pesos to purchase units of a fund managed by an international broker dealer in Argentina. We have since sold some of those units for proceeds of $403,730. In addition, we received the final loan installment repayments in Argentine pesos, equivalent to $277,097, including taxes of $17,097. These loan installments were related to our loan that we made during fiscal 2014 to mitigate currency risk, as repayments under the loan were linked to the value of the US dollar.

During the year ended January 31, 2014, we made a loan in the amount of $12,408,500 pesos (equivalent to $2.3 million). The purpose of that loan was to mitigate currency risk, as repayments under the loan were linked to the value of the US dollar. During the year ended January 31, 2014, we received the loan installment repayments in Argentine pesos, equivalent to $2,040,000, including taxes of $27,771.

We used $ 972 (2014-$6,197) to purchase equipment during the year ended January 31, 2015.

Net cash provided by financing activities during the year ended January 31, 2015 was $nil, as compared to $4,733,147 during the year ended January 31, 2014. On July 2, 2013, we completed a private placement with Austral Gold Limited and its Argentinean subsidiary, Austral Gold S.A., in which we sold 8,632,000 Units to Austral Gold Limited and 242,824 Units and one convertible debenture in the principal amount of $2,300,000 to Austral Gold S.A. for aggregate gross proceeds of $4,733,147 (CDN$4,975,484).

We have no operations that generate cash flow and we are generally dependent on the sale of our securities to raise capital.

Because the strike price of all of our warrants and our stock options is significantly higher than our current stock price, we do not anticipate capital from the exercise of our currently outstanding warrants and options over the next year.

Our objectives when managing capital are to safeguard our ability to continue as a going concern in order to pursue the exploration and evaluation of our mineral properties, acquire additional exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, we include our cash and cash equivalent balances, short-term investments and components of shareholders’ equity.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital structure, we may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents and investments.

We are not currently subject to externally imposed capital requirements. There were no changes in our approach to capital management during the year ended January 31, 2015.

We have not engaged in research and development activities for the last three years.

We do not currently know of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net sales or revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Payments due by period
Contractual Obligations	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Operating leases	$74,820	$69,406	$5,414	$nil	$nil
Consulting	$106,205	$106,205	$nil	$nil	$nil

On December 8, 2010, we entered into a five year lease agreement, commencing January 1, 2011 at approximately US$6,954 (C$6,954) per month for the first three years of the lease, and approximately US$5,734 (C$7,289) per month for the last two years of the term. The lease also includes four months of free base rent.

On July 25, 2011 we entered into a rental agreement for office space in La Plata, Argentina with a consultant, for the period July 2011 to June 2014 at a cost of $2,500 per month. On July 1, 2014, we renewed our agreement for two additional years whereby the rent was reduced to approximately ARS $7,200 or approximately $833 per month for the first year and ARS $9,360 or approximately $1,083 per month for the second year. As of January 31, 2015, approximately $17,157 remained outstanding under the lease.

The following table sets forth the names and business experience of each of our directors and officers, as of the date hereof:

Name Province/State Country of Residence	Age	Positions with the Company	Period Served with the Company
Michael Brown British Columbia, Canada	45	Director Chief Executive Officer and President	December 21, 2012 to present August 1, 2012 to present
Jeff Finkelstein British Columbia, Canada	54	Chief Financial Officer, Corporate Secretary and Treasurer	January 7, 2011 to present
Richard Thibault Turks & Caicos Islands	59	Director	February 9, 2006 to present
Patrick Downey British Columbia, Canada	55	Director	September 18, 2008 to present
Stephen Hanson British Columbia, Canada	48	Director	May 11, 2010 to present
Rob Henderson British Columbia, Canada	52	Director	August 1, 2012 to present
Wayne Hubert, Utah, USA	52	Director	July 2, 2013 to present
Don Siemens, British Columbia, Canada	68	Director	November 19, 2013 to present

Mr. Brown is currently the President and Chief Executive Officer of our Company, a position he has held since August 2012. Mr. Brown has 19 years of experience in resource industries. He was formerly the Vice President of Energy – Kinross Gold Corp. from June 2009 to February 2012. Prior to that, he was the Development Manager at Pacific Hydro from 2002 to April 2009. He has led exploration and resource development programs in prolific mineral regions such as Western Australia, Chile, Argentina and Indonesia (Rio Tinto, Homestake and Phelps Dodge) and has participated in the development of multiple $100 million dollar plus projects in Latin America. He is also currently and has been a director of Reservoir Capital Corp. (TSX-V:REO) since 2012. Mr. Brown holds an MBA from the University of Melbourne, and a double Science (Hons - Geology) and Arts Degree, from the University of Melbourne. Mr. Brown is fluent in English and Spanish. In September, 2013 Mr. Brown became a member of the Australian Institute of Geoscientists, which qualifies him as a Qualified Person under National Instrument 43-101.

Mr. Finkelstein is a Chartered Accountant with over 20 years financial experience working primarily in the mining, renewable energy and technology sectors. Mr. Finkelstein is currently the Chief Financial Officer of our Company, a position he has held since January 2011. He was Chief Financial Officer of Canada Renewable Bioenergy Corporation from January 2011 to August 2013. He was also Chief Financial Officer of Sierra Geothermal Power Corp. from April 2008 to September 2010, a company acquired by Ram Rower, Corp. in September 2010. He held positions of Chief Financial Officer and Controller of SmarTire Systems from February 1999 to March 2008. From May 1996 to February 1999, he held the positions of Controller for Silver Standard Resources and Golden Knight Resources.

Mr. Finkelstein received his CA designation in 1990 and holds a Bachelor of Arts (majoring in economics) (1982) and a Bachelor of Commerce (with Honours, 1985), both from the University of Manitoba.

Mr. Thibault is a registered mining engineer with over 35 years of experience in engineering, operations, management and consulting experience in North and South America and is currently the President and Principal at The AVOT Group, a consultancy to the mining industry. From 2007 to March 2013, he was Chief Executive Officer and Director of Antioquia Gold Inc. (TSX-V:AGD) a publicly traded company with mining interests in Colombia. From 1996 to 2006, Mr. Thibault worked in in Argentina, Bolivia, Chile, Colombia, Ecuador, Mexico, Peru and Venezuela. While based in Buenos Aires, Argentina he held the position of President of High American Gold Inc., a publicly traded junior mining company, and Managing Director of Procesadora de Boratos Argentinos S.A., a private industrial mineral company. In Santiago, Chile he was the General Manager of the consulting firm BGC-AVOT Engineering Inc. In 2006/07, he held the position of Vice President, Minerals of Daleco Resources Corp., a United States based publicly traded company. Before moving to South America, he worked for Fording Coal Ltd., a Canadian based company, in progressively responsible positions. Mr. Thibault is also a director of Puma Exploration Inc. (TSX-V:PUM). Mr. Thibault has a B.Sc. (Mining Engineering) from Queen’s University of Canada (1978) and is fluent in English, Spanish and French.

Mr. Downey is an independent mining executive. He served as President and Chief Executive Officer of Elgin Mining Inc. (TSX: ELG), a TSX listed company, focused on the exploration and development of gold properties located in Canada, the US and Mexico, from June 2011 until it was acquired by Mandalay Resources in September 2014. Mr. Downey served as President, Chief Executive Officer and a director of Aura Minerals Inc. (TSX: ORA), a TSX-listed company that is focused on the acquisition, exploration, development and operation of gold and base metal properties in the Americas, from April 2007 to June 2011 and has over 25 years of international experience in the resource industry. Mr. Downey was President, Chief Executive Officer and director of Viceroy Exploration Ltd. prior to its acquisition by Yamana Gold Inc. in 2006 for CDN$600 million (approximately US$600 million). Prior to that, he was President of Consolidated Trillion Resources Ltd. and Oliver Gold Corporation, where he negotiated the successful merger to form Canico Resource Corp., which was purchased in 2006 by Companhia Vale do Rio Doce for over $800 million. He has held senior engineering positions at several large-scale gold mining operations and has also held operating positions at several mining projects for Anglo American Corporation in South Africa. Mr. Downey is also a member of the board for a number of resource companies in the mining sector. Mr. Downey holds a Bachelor of Science (Hon.) degree in Engineering from Queen’s University in Belfast, Ireland and is a registered member with the Association of Professional Engineers and Geoscientists of British Columbia.

With over 20 years of finance and corporate development experience, Mr. Hanson is currently the President and a director of International Frontier Resources Corporation, (TSX.V: IFR) a position he has held since November 2013. Mr. Hanson is also the CEO of Carolina Capital Corp., (TSX.V: CQC) a position he has held since February 2013. Mr. Hanson is and has been a director of Carolina Capital Corp. since July 2010. Mr. Hanson has been the President of Discovery Management Services Ltd., since 2002, a venture capital consulting firm assisting early-stage companies in the development of short and long-term financing strategies. Mr. Hanson served as Chairman and Managing Director of Van Arbor Asset Management, an award winning equity money management firm from 2004 until 2008, which he founded in 2003. Van Arbor Asset Management was bought by ZLC Private Investment Management in 2008. In 2009, Mr. Hanson served as President and CEO of PanAsian Petroleum, an Oil and Gas Company that during his tenure was acquired by Ivanhoe Energy. In 2011/2012 Mr. Hanson was a Director of Lion Petroleum Corp., a private Oil and Gas Company focused on East Africa bought by Taipan Resources. He has served on numerous private and public company boards.

Mr. Henderson is a professional engineer with 29 years of international experience in operating, building and acquiring mineral properties. Mr. Henderson is the President and Chief Operating Officer with Amerigo Resources Ltd., which has operations in Chile. He was appointed as Chief Operating Officer in June 2012 and was promoted to President and Chief Operating Officer on October 1, 2013. From 2004 to 2012, he led a team of mining professionals at Kinross Gold Corporation ultimately serving as Senior Vice President Technical Services responsible for mine planning, mineral resources and reserves, and energy Prior to Kinross, Mr. Henderson worked in mine operations with Rand Mines and De Beers and then with SNC Lavalin and Hatch delivering engineering services to international mining clients.

Mr. Henderson holds a BSc. Chemical Engineering degree and a Masters in Business Administration degree both from the University of Cape Town, South Africa.

Mr. Hubert is a highly experienced and accomplished mining executive with over 20 years' experience working in the South American resources sector. Mr. Hubert has been a mining consultant since January 2011. From September 2006 until December 2010 he was the Chief Executive Officer of ASX-listed Andean Resources Limited ("Andean"), and led the team that increased Andean's value from CDN$70 million to CDN$3.6 billion in four years. Andean was developing a world-class silver and gold mine in Argentina when it was acquired by Goldcorp Inc.

Mr. Hubert, B.Sc. (Engineering), MBA, has also held executive roles for Meridian Gold with experience in operations, finance and investor relations. Currently he is a Director of Austral Gold Limited (ASX:AGD), an Australian-based mining and exploration company focused on Latin America, a Director InZinc Mining Ltd. (TSX-V: IZN), formerly Lithic Resources Ltd. (TSX-V:LTH) and a Director of Midas Gold Corp (TSX:MAX).

Mr. Siemens specializes in corporate finance, cross-border transactions and mergers & acquisitions as an independent financial advisor. Mr. Siemens brings over 30 years of experience as a Chartered Accountant, including 8 years in public practice as a partner with major accounting firms, 8 years in senior executive positions in industry and 18 years as a self-employed financial services executive. He currently serves as a director for seven additional public companies: Hansa Resources Limited (TSX-V:HRL), Nikos Explorations Ltd. (TSX-V:NIK), Goldgroup Mining Inc. (TSX:GGA), Boss Power Corp. (TSX-V:BPU), Grande West Transportation Group Inc. (TXS-V:BUS), Great Western Minerals Group Ltd. (TSX-V:GWG), Wildcat Silver Corporation (TSX-V:WS) and Atlantic Gold Corporation (TSX-V:AGB). Mr. Siemens was previously the Partner-in-Charge of Thorne Ernst & Whinney's (now KPMG) Vancouver office Financial Advisory Services group. Mr. Siemens obtained a Chartered Accountant designation in 1972, and a B.A. from the University of British Columbia.

There are no family relationships between any of the directors or executive officers of our company.

Except as disclosed under “Business Overview - Austral Gold Limited” above, there are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person between any of the directors and/or executive officers and any other person pursuant to which that director and/or executive officer was selected.

Name and Principal Position	Year	Salary ($)	Share- based Awards ($)	Option- based Awards ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All Other Compensation ($)	Total Compensation ($)
Name and Principal Position	Year	Salary ($)	Share- based Awards ($)	Option- based Awards ($)	Annual i ncentive plans ($)	Long term incentive plans	Pension value ($)	All Other Compensation ($)	Total Compensation ($)
Michael Brown Chief Executive Officer, President and Director	2015	224,554	Nil	Nil	Nil	Nil	Nil	9,390	233,944
Jeff Finkelstein Chief Financial Officer and Corporate Secretary	2015	Nil	Nil	Nil	Nil	N/A	Nil	162,522	162,522
Peter Ball ⁽³⁾ Former Executive VP of Corporate Development	2015	Nil	Nil	Nil	Nil	Nil	Nil	14,464	14,464

Our directors are re-elected and our officers are re-appointed at the annual general meeting of our shareholders. The last annual general meeting was held on November 12, 2014 and each of our current directors and officers will continue to hold his respective office until his successor is elected or appointed, unless his office is earlier vacated under any of the relevant provisions of our Articles or of the British Columbia Business Corporations Act.

The audit committee reviews and approves the scope of the audit procedures employed by our independent auditors, reviews the results of the auditor’s examination, the scope of audits. The audit committee also recommends the selection of independent auditors.

Our compensation committee operates pursuant to a written charter adopted by our board of directors. Among other things, the charter calls upon the compensation committee to:

Our compensation committee reviews the various elements of our executive officer compensation and make recommendations to our board of directors for consideration and approval.

None of our company, our board of directors and our compensation committee currently has any contractual arrangement with any executive compensation consultant who has a role in determining or recommending the amount or form of executive officer compensation.

As of January 31, 2015, 2014, and 2013, we employed approximately 9, 16 and 24⁽¹⁾people,respectively. The following table provides a breakdown by main category of activity and geographic location.

Year	Total Employees	Main Category of Activity		Geographic Location
		Exploration	Administration	Argentina	Canada
2015	9	5	4	6	3
2014	16	10	6	12	4
2013	24	17	7	19	5

The number of employees employed has decreased from 2013 as a result of less exploration activity in 2014 and 2015.

As of May 26, 2015, our directors and officers owned, directly or indirectly, the following common shares:

Name	Number of Common Shares Beneficially Owned	Percentage⁽¹⁾
Michael Brown	1,042,000 ⁽²⁾	1.16%
Patrick Downey	1,150,000 ⁽³⁾	1.29%
Jeff Finkelstein	512,500 ⁽⁴⁾	*%
Stephen Hanson	259,500 ⁽⁵⁾	*%
Rob Henderson	550,000 ⁽⁶⁾	*%
Wayne Hubert	300,000 ⁽⁷⁾	*%
Don Siemens	Nil	0%
Richard Thibault	375,000 ⁽⁸⁾	*%

On July 19, 2012, our board of directors adopted our 2012 stock option plan. The purpose of our 2012 stock option plan is to advance the interests of our company by encouraging our directors, officers, employees and consultants to acquire common shares, thereby increasing their proprietary interest in our company, encouraging them to remain associated with our company and furnishing them with additional incentive in their efforts on behalf of our company in the conduct of their affairs.

The common shares to be offered under our 2012 stock option plan are to consist of stock options to acquire up to a maximum of 10% of the number of issued and outstanding common shares at the time of the grant. The aggregate number of common shares to be delivered upon the exercise of all stock options granted under our 2012 stock option plan is not to exceed the maximum number of common shares permitted under the rules of any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. If any stock option granted under our 2012 stock option plan expires or terminates without having been exercised in full, the unpurchased common shares will again be available for the purpose of our 2012 stock option plan.

As of May 26, 2015, there were 88,941,317 common shares of our company issued and outstanding. To the best of our knowledge, the following table sets forth persons known to us to be the beneficial owners of five percent (5%) or more of our common shares:

The voting rights of our major shareholder do not differ from the voting rights of holders of our company’s shares who are not major shareholders.

As of April 30, 2015, Computershare Investor Services Inc., our registrar and transfer agent, reported that our company’s 88,941,317 common shares were held as follows:

Location	Number of Shares	Percentage of Shares	Number of Registered Shareholders of Record
United States	51,684,215	58.11%	16
Argentina	8,762,000	9.85%	9
Australia	8,632,000	9.71%	1
Other	2,310,050	2.60%	23
Total	88,941,317	100%	58

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company.

Other than as disclosed herein, to the best of our knowledge, there have been no material transactions or loans from February 1, 2014 up to the date of this annual report between our company and: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our company that gives them significant influence over our company, and close members of any such individual’s family; (d) key management personnel of our company, including directors and senior management of our company and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

All related party transactions were measured at the amount of consideration established and agreed to by the related parties.

Our subsidiary, SCRN Properties Ltd., employs Orlando Rionda as its full-time legal representative in Argentina. Mr. Rionda performs administrative tasks on a full-time basis and looks after our local mineral claims management, accounting, field logistical support, legal administration, field staffing and other matters in Argentina. Since April 2012, our subsidiary paid Mr. Rionda $7,500 per month plus benefits. Effective May 2014, Mr. Rionda’s fees were reduced to $4,500 per month plus benefits.

During the year ended January 31, 2015, we paid director fees of $27,245 to our six independent directors. In accordance with our director compensation policy, each of our independent directors receives an annual retainer CDN$5,000. However, subsequent to year-end, recognizing market conditions, the Board approved the payment of the annual director fee to the independent directors in stock options or cash, subject to each Director’s discretion. Subsequent to year-end, three of our six independent directors elected to receive their fiscal 2016 annual retainer in stock options and were each issued 300,000 stock options at an exercise price of $0.04 (CDN$0.05) per share.

In June, 2012, we made an offer of employment to Michael Brown and signed a term sheet with Mr. Brown to act as our President and Chief Executive Officer. Effective August 1, 2012 we and Mr. Brown signed an employment agreement, pursuant to which we agreed to pay to Mr. Brown an annual salary of approximately $196,675 (CDN$250,000) plus benefits, including 1,000,000 stock options, medical insurance and a bonus of up to 50% of his annual salary.

Effective May 1, 2015, and due to the continuing lack of liquidity for companies like ours in the capital markets, we entered into an amending agreement with Michael Brown, our President and Chief Executive Officer, providing for a temporary reduction of his base salary during the period beginning May 1, 2015 and ending on the earlier of the completion of a change of control event and April 30, 2016. The amending agreement provides that Mr. Brown’s annual salary will temporarily be decreased to $147,506 (CDN$187,500) per annum, which works out to a temporary reduction of $4,097 (CDN$5,208) per month. If our company experiences a change of control, Mr. Brown would be reimbursed for up to six months’ worth of the temporary reduction.

During the year ended January 31, 2015, we paid or accrued salary and benefits of $233,944 to Michael Brown, our President and CEO under the terms of an employment agreement. As at January 31, 2015 we have accrued $7,299 in respect of unused vacation by our President and CEO.

Effective January 1, 2012, we renewed an independent contractor agreement with JBD Consulting Ltd., a company owned or controlled by Jeff Finkelstein, our Chief Financial Officer, whereby JBD Consulting Ltd. agreed to provide the services of Mr. Finkelstein to our company in consideration for, among other things, a monthly cash fee of approximately $11,800 ($CDN15,000), due at the end of the month. This agreement automatically renewed for twelve months on January 1, 2013. On October 1, 2014, but with effect from January 1, 2014, we revised and renewed our independent contractor agreement with a company controlled by our CFO to provide for the payment in certain circumstances of a termination fee in one lump sum equal to the amount of the monthly consulting fee for nine months. Furthermore, if we terminate the independent contractor agreement for any reason other than for cause within nine months after the occurrence of a change of control, we will be required pay, in lieu of the termination fee, an amount equal to twenty-four months of the monthly consulting fee.

Effective May 1, 2015, and due to the continuing lack of liquidity for companies like ours in the capital markets, we entered into an amending agreement with a company controlled by our Chief Financial Officer, providing for a temporary reduction in the monthly consulting fee during the period beginning May 1, 2015 and ending on the earlier of the earlier of the completion of a change of control event and April 30, 2016. The amending agreement provides that the amount of the consulting fee will temporarily be decreased to $8,850 (CDN$11,250) per month, which works out to a temporary reduction of $2,950 (CDN$3,750) per month. If our Company experiences a change in control, the Company controlled by the Company’s Chief Financial Officer would be reimbursed for up to six months’ worth of the temporary reduction.

During the year ended January 31, 2015, we paid or accrued consulting fees of $162,522 to JBD Consulting Ltd. As at January 31, 2015 we have accrued $8,611 in respect of unused vacation by our Chief Financial Officer.

Effective March 1, 2012, we entered into an independent contractor agreement with Peter A. Ball and Ariston Capital, a company owned and controlled by Mr. Ball, whereby Mr. Ball and Ariston Capital have agreed to provide consulting services as are consistent with those ordinarily provided by an Executive Vice President of Corporate Development (including the forging of new relationships with institutional investors, raising of capital to fund the continued development of our exploration and development programs, an expanded marketing and public relations program and assisting with corporate governance and regulatory matters) to our company in consideration for, among other things, a monthly cash fee of approximately $11,800 (CDN$15,000), due at the end of the month. In addition, by letter agreement dated March 16, 2012, we agreed to pay to Mr. Ball, and Mr. Ball agreed to accept, a monthly supplement to the consulting fee in the amount of approximately $1,967 (CDN$2,500) for each month during which Mr. Ball continued to serve as our interim President. This agreement automatically renewed for twelve months on March 1, 2013. The consulting agreement expired on February 28, 2014, was not renewed and a voluntary payment of $67,335 (CDN$ 75,000) plus February consulting fees, vacation pay, reimbursement of expenses and a sales tax was paid to a company controlled by Peter Ball on February 26, 2014. As at January 31, 2015, there was no amount owed to this company.

Our financial statements are stated in United States dollars and are prepared in accordance with US generally accepted accounting principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in US dollars.

The audited financial statements for the years ended January 31, 2015, 2014, and 2013 can be found under Item 18 “Financial Statements”.

There are no pending legal proceedings to which we are a party or of which any of our property is the subject. There are no legal proceedings to which any director, officer or affiliate of our company or any associate of any such director, officer or affiliate of our company is a party or has a material interest adverse to us.

Holders of our common shares are entitled to receive such dividends as may be declared from time to time by our board, in its discretion, out of funds legally available for that purpose. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.

Our common shares are quoted on the OTCQB under the name “Argentex Mining Corporation” and the symbol “AGXMF”. From June 27, 2011 to July 23, 2012, our common shares were quoted on the OTC Bulletin Board under the symbol “AGXMF” and prior to June 27, 2011, our common shares were quoted on the OTC Bulletin Board under the symbol “AGXM”.

On March 17, 2004 our shares were listed for trading on the Frankfurt Stock Exchange under the Symbol “DEB”.

On March 26, 2008 our shares were listed for trading on the TSX Venture Exchange under the Symbol “ATX”.

We are authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. As of May 26, 2015, there were 88,941,317 common shares of our company outstanding and no preferred shares outstanding.

The annual high and low market prices for our common shares for each of the five most recent full fiscal years were as follows:

Year Ended	OTCQB/OTCBB (US Dollars)		TSX Venture Exchange (Canadian Dollars)
Year Ended	High	Low	High	Low
January 31, 2015	$0.10	$0.02	$0.03	$0.12
January 31, 2014	$0.29	$0.08	$0.31	$0.07
January 31, 2013	$0.59	$0.19	$0.59	$0.19
January 31, 2012	$1.73	$0.28	$1.69	$0.26
January 31, 2011	$1.07	$0.43	$1.05	$0.45

The high and low market prices for our common shares for each full financial quarter for the two most recent full fiscal years were as follows:

Quarter Ended	OTCQB/OTCBB (US Dollars)		TSX Venture Exchange (Canadian Dollars)
Quarter Ended	High	Low	High	Low
January 31, 2015	$0.05	$0.02	$0.12	$0.03
October 31, 2014	$0.08	$0.05	$0.16	$0.10
July 31, 2014	$0.10	$0.05	$0.17	$0.07
April 30, 2014	$0.10	$0.05	$0.33	$0.095
January 31, 2014	$0.12	$0.08	$0.12	$0.08
October 31, 2013	$0.15	$0.10	$0.16	$0.10
July 31, 2013	$0.15	$0.07	$0.17	$0.07
April 30, 2013	$0.33	$0.10	$0.33	$0.095

The high and low market prices of our common shares for each of the most recent six months, from November 1, 2014 through April 30, 2015 were as follows:

Month Ended	OTCQB (US Dollars)		TSX Venture Exchange (Canadian Dollars)
Month Ended	High	Low	High	Low
April 30, 2015	$0.04	$0.024	$0.06	$0.03
March 31, 2015	$0.022	$0.015	$0.02	$0.02
February 28, 2015	$0.023	$0.017	$0.04	$0.02
January 31, 2015	$0.035	$0.021	$0.04	$0.03
December 31, 2014	$0.037	$0.025	$0.05	$0.03
November 30, 2014	$0.058	$0.034	$0.06	$0.05

Our common shares are exclusively traded on the TSX Venture Exchange, the OTCQB and the Frankfurt Stock Exchange.

On April 29, 2011, our shareholders approved the change of corporate jurisdiction of our company from the State of Delaware to the Province of British Columbia, Canada. We began filing the documents necessary to effect this change on June 3, 2011. On June 3, 2011, our subsidiary SCRN Properties was continued into the Province of British Columbia. On June 3, 2011, our company merged into its wholly-owned Nevada subsidiary (which was incorporated in the State of Nevada for this sole purpose) and, on June 8, 2011, our company was continued from the State of Nevada and into the Province of British Columbia, Canada. Our British Columbia incorporation number is C0912529.

Our Articles do not restrict a director’s power to (a) vote on a proposal, arrangement or contract in which the director is materially interested, (b) to vote compensation to themselves or any other members of their body in the absence of an independent quorum, or (c) exercise borrowing powers. Under our Articles, there is no mandatory retirement age for our directors and our directors are not required to own securities of our company in order to serve as directors.

Our authorized capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

Holders of our common shares are entitled to vote at all meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote, receive any dividend declared by our company’s board of directors and, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares, receive the remaining property of our company upon dissolution.

At each annual general meeting of our company, all of our directors retire and the shareholders elect a new board of directors. Each director holds office until our next annual general meeting, or until his office is earlier vacated in accordance with our Articles or with the provisions of the British Columbia Business Corporations Act. A director appointed or elected to fill a vacancy on our board also holds office until our next annual general meeting.

Our Articles provide that our annual meetings of shareholders must be held at such time in each calendar year and not more than 15 months after the last annual general meeting and at such place as our board of directors may from time to time determine.

Under our Articles, and subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of our shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 1/20 of the issued shares entitled to be voted at the meeting.

Our Articles state that our directors, the President, the Secretary, and any lawyer or auditor of our company are entitled to attend any meeting of our shareholders.

Except as provided in the Investment Canada Act, or similar legislation, there are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or British Columbia, or in our charter documents.

There are no provisions in our Articles that would have the effect of delaying, deferring or preventing a change in control of our company, and that would operate only with respect to a merger, acquisition or corporate restructuring involving our company.

Our Articles do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed. Securities legislation in Canada, however, requires that we disclose in our annual general meeting proxy statement, holders who beneficially own more than 10% of our issued and outstanding shares, and United States Federal securities laws require the disclosure in our annual report on annual report on Form 20-F of holders who own more than 5% of our issued and outstanding shares.

The holders of our common shares are entitled to dividends, if, as and when declared by the board of directors of our company, entitled to one vote per share at meetings of shareholders or our company and, upon dissolution, entitled to share equally in such assets of our company as are distributable to the holders of our common shares and subject to the rights of the holders of our preferred shares.

Our company is authorized to issue preferred shares in one or more series. Subject to the Business Corporations Act (British Columbia), the directors of our company may, by resolution, if none of the shares of any particular series are issued, alter articles of our company and authorize the alteration of the notice of articles of our company, as the case may be, to do one or more of the following:

The holders of our preferred shares are entitled, on the liquidation or dissolution of our company, whether voluntary or involuntary, or on any other distribution of the assets of our company among shareholders of our company for the purpose of winding up its affairs, to receive, before any distribution is made to the holders of our common shares or any other shares of our company ranking junior to our preferred shares with respect to the repayment of capital on the liquidation or dissolution of our company, whether voluntary or involuntary, or on any other distribution of the assets of our company among shareholders of our company for the purpose of winding up its affairs, the amount paid up with respect to each preferred share held by them, together with the fixed premium (if any) thereon, all accrued and unpaid cumulative dividends (if any and if preferential) thereon, which for such purpose will be calculated as if such dividends were accruing on a day-to-day basis up to the date of such distribution, whether or not earned or declared, and all declared and unpaid non-cumulative dividends (if any and if preferential) thereon. After payment to the holders of our preferred shares of the amounts so payable to them, they will not, as such, be entitled to share in any further distribution of the property or assets of our company, except as specifically provided in the special rights and restrictions attached to any particular series. All assets remaining after payment to the holders of our preferred shares as aforesaid will be distributed rateably among the holders of our common shares.

Except for such rights relating to the election of directors on a default in payment of dividends as may be attached to any series of the preferred shares by the directors, holders of our preferred shares are not entitled, as such, to receive notice of, or to attend or vote at, any general meeting of shareholders of our company.

The material contracts to which we are a party which were entered into during the last two fiscal years are as follows:

There are no government laws, decrees or regulations in Canada which restrict the export or import of capital or which affect the remittance of dividends, interest or other payments to non-resident holders of our common shares. Any remittances of dividends to United States residents and to other non-residents are, however, subject to withholding tax. See “Taxation” below.

We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common shares in the capital of our company in connection with carrying on a business in Canada (a “non-resident holder”).

This summary is based upon the current provisions of the Income Tax Act (Canada), the regulations thereunder (the “Regulations”), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada-United States Tax Convention as amended by the Protocols thereto (the “Treaty”). This summary also takes into account the amendments to the Income Tax Act (Canada) and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all such Tax Proposals will be enacted in their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common shares is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common shares in their particular circumstances.

Dividends paid on our common shares to a non-resident holder will be subject under the Income Tax Act (Canada) to withholding tax at a rate of 25%, subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The Treaty provides that the Income Tax Act (Canada) standard 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting shares of the corporation paying the dividend.

A non-resident holder is not subject to tax under the Income Tax Act (Canada) in respect of a capital gain realized upon the disposition of a common share of our company unless such share represents “taxable Canadian property”, as defined in the Income Tax Act (Canada), to the holder thereof. As long as our common shares are listed on Tier 1 or Tier 2 of the TSX Venture Exchange, or on another exchange that is a designated stock exchange for the purposes of the Income Tax Act (Canada), our common shares generally will not be considered taxable Canadian property to a non-resident holder unless at any particular time during the 60-month period immediately preceding the disposition of such shares:

In the case of a non-resident holder to whom shares of our company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will generally be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.

The following is a general discussion of certain possible United States federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common shares who holds such shares as capital assets. This discussion does not address all aspects of United States federal income tax matters and does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. See “Certain Canadian Federal Income Tax Consequences” above.

The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common shares, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares should consult their own tax advisors with respect to federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

As used herein, a “U.S. Holder” includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee stock options or otherwise as compensation.

The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions which are taxable dividends and which meet certain requirements will be “unqualified dividend income” and taxed to U.S. Holders at a maximum U.S. federal rate of 15%. Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the common shares and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such shares.

In general, upon a sale, exchange or other disposition of common shares, a U.S. Holder will recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such shares, all as determined in U.S dollars. Such gain or loss generally will be U.S. source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the shares exceeds one year. If the U.S. Holder is an individual, any capital gain will generally be subject to U.S. federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the tax credit, among which are an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income. The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Documents concerning our company referred to in this annual report may be viewed by appointment during normal business hours at our registered and records office at Suite 900 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1.

The Company currently holds a 100% interest in SCRN Property Ltd., a British Columbia corporation.

Our activities expose us to credit, liquidity and market risks, which is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk includes foreign exchange risk, interest rate risk and other price risk. We do not participate in the use of financial instruments to mitigate these risks and we have no designated hedging transactions. The Board approves and monitors the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the continued exploration of our mineral properties, and to limit exposure to risks. The types of risk exposure and the way in which such exposures are attempted to be managed are as follows:

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to its cash and short-term investments and our loan receivable. We maintain our Canadian and US cash in major chartered Canadian bank deposit accounts and major Canadian credit unions and in certain financial instruments such as bankers’ acceptances and term deposits. Our bank deposit account is insured by the Canadian Deposit Insurance Corporation up to $100,000 and funds in our credit union accounts are guaranteed by the provincial government of British Columbia. Our Canadian dollar bank account balance, at times, may exceed federally insured limits. We maintain our Argentinean pesos in an Argentinean bank deposit account and short term deposits with an international bank or invested with an international registered broker dealer. Our loan receivable was with an Argentine Mutual (it has now been repaid in full). We had no credit risk on our loan as it was entirely repaid subsequent to year-end. We believe our risk to be low with our funds invested in an international broker dealer. As part of our cash management process, management performs periodic evaluations of the relative credit standing of these financial institutions. We have not lost any cash and do not believe our cash is exposed to any significant credit risk.

As of May 26, 2015, we had approximately $336,000 in U.S. cash, $29,000 in Canadian cash and approximately $3.3 million in $AR (Argentine Pesos) of which $AR 3.2 million was invested with an international broker dealer.

Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. We manage liquidity risk through the management of our capital structure, more specifically, the issuance of new common shares or other securities, to ensure there is sufficient capital in order to meet short term business requirements, after taking into account our holdings of cash and potential equity financing opportunities. We believe that these sources will be sufficient to cover the known short and long-term requirements at this time. There is no assurance that potential equity financing opportunities will be available to meet these obligations.

We are subject to foreign exchange risk for purchases denominated in foreign currencies. We operate our business in Argentina and Canada and we are exposed to foreign currency risk due to the fluctuation between the currencies in which we operate and the United States Dollar (“USD”), which is our functional currency. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the USD. We monitor our foreign currency balances and make adjustments based on anticipated need for foreign currencies. The USD has strengthened over the past 12 months with more strength pronounced during the fourth quarter and subsequent to year-end. This has resulted in a decrease in our expenses as most of our expenses in Canada are paid in Canadian dollars and not related to the value of the USD. Although all of our expenses in Argentina are paid in Argentina pesos, the majority of these expenses are linked to the value of the USD.

At January 31, 2015, we were exposed to exchange risk through the following assets and liabilities denominated in currencies:

As a result of the strengthening of the U.S. Dollar against the Argentinian Peso and the CDN Dollar, the Company experienced a foreign exchange loss of $32,005 during the year (foreign exchange loss: 2014- $283,632; 2013: foreign exchange gain-$108,848).

Based on the above net exposures, and assuming that all other variables remain constant, a 10% change in the value of the Argentinian Peso and the CDN Dollar against the U.S. Dollar would have resulted in an increase/decrease of approximately $50,100 in the net loss for the year ended January 31, 2015. The sensitivity analyses included in the table above should be used with caution as the results are theoretical, based on our best assumptions using material and practicable data which may generate results that are not necessarily indicative of future performance. In addition, in deriving this analysis, we made assumptions based on the structure and relationships of variables as at the balance sheet date which may differ due to fluctuations throughout the year with all other variables assumed to remain constant. Actual changes in one variable may contribute to changes in another variable, which may amplify or offset the effect on the net loss to us.

As a result of the July 2, 2013 $4.7 million financing, of which 50% was in Argentina pesos, exposure to the Argentinian peso has been significant and management has used various risk mitigation strategies in an attempt to limit our exposure.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As our cash is held in non-interest bearing bank accounts and fixed rate interest bearing cash equivalents or short-term investments, we consider the interest rate risk to be limited.

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. Our operations are all related to the minerals and mining industry. A reduction in mineral prices or other disturbances in the minerals market could have an adverse effect on our operations.

The Company’s profitability is dependent among many factors and two key factors are the metal prices for gold and silver. Gold and silver prices are affected by numerous factors such as the sale or purchase of gold and silver by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply and demand, and political and economic conditions of major gold and silver countries throughout the world. A reduction in mineral prices or other disturbances in the minerals market could have an adverse impact upon the Company's operations.

We account for the fair value measurement and disclosure of financial instruments in accordance with FASB ASC topic 820 which requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for reporting periods. Such disclosures include the fair value of all financial instruments, for which it is practicable to estimate that value, whether recognized or not recognized in the consolidated financial statements; the related carrying amount of these financial instruments; and the method(s) and significant assumptions used to estimate the fair value.

The carrying values and fair values of our financial instruments were as follows:

			January 31, 2015				January 31, 2014
			Carrying		Fair		Carrying		Fair
	Level		value		value		value		value
Cash and cash equivalents	Level 1	$	590,925	$	590,925	$	2,615,966	$	2,615,966
Short-term investments	Level 1	$	477,606	$	477,606	$	-	$	-
Receivables	Level 2	$	4,848	$	4,848	$	4,238	$	4,238
Loan receivable	Level 2	$	-	$	-	$	260,000	$	260,000
Accounts payable and accrued liabilities	Level 2	$	127,696	$	127,696	$	247,303	$	247,303
Convertible debenture	Level 2	$	-	$	-	$	260,000	$	260,000
Due to related parties	Level 2	$	15,910	$	15,910	$	83,810	$	83,810
Long term debt	Level 2	$	28,546	$	28,546	$	34,966	$	34,966

Our cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of these balances approximates the carrying amounts due to the short-term nature and historically negligible credit losses.

The fair value of our accounts payable and accrued liabilities approximates the carrying amounts due to the short-term nature and historically negligible credit losses.

The long term debt is payable in Argentine pesos and approximates the carrying amount as at January 31, 2015. The amount payable will change based on the change in the value of the Argentine Pesos as compared to the US dollar.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer (our president) and our principal accounting and financial officer (our chief financial officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of January 31, 2015, the year-end period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report. The ineffectiveness of our disclosure controls and procedures was due to the existence of a material weakness in our internal control over financial reporting identified below.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate our internal control over financial reporting described below. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of January 31, 2015 based on the criteria set forth in Internal Control – 2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included a review and evaluation of the 17 internal control principles by internal control component as presented in COSO’s 2013 Framework.

Based on this evaluation, management concluded that, as of January 31, 2015, our internal control over financial reporting was not effective. The ineffectiveness of our internal control over financial reporting was due to the Company’s limited resources and limited number of employees. The lack of internal independent financial review resources increases the possibility that a material misstatement of our annual or interim financial statements may not be prevented on a timely basis or detected and that the lack of these resources should therefore be considered a material weakness in our internal control over financial reporting according to the internal control framework.

To mitigate the internal control weakness, we rely heavily on senior management and audit committee oversight of transactions, along with the use of external accounting professionals to assist in the review of our financial reporting. As we grow, we expect to increase our oversight and thereby improve our internal controls.

There were no changes in our internal control over financial reporting during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Our board has determined that Don Siemens, chair of our audit committee, qualifies as an “audit committee financial expert” as defined in Item 16A(b) of the Form 20-F.

Our board of directors has determined that Don Siemens, Stephen Hanson and Richard Thibault, all of the members of our audit committee, qualify as “independent” as that term is defined in NASDAQ marketplace rule 5605(a)(2).

Our board of directors has established a Code of Ethics and Business Conduct of Officers, Directors and Employees which applies to all of our officers, directors and employees. The Code of Ethics is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002, or “SOX”, and the TSX Venture Exchange, and is specifically applicable to our principal executive officer, principal financial and accounting officer and controller or persons performing similar functions. Among other matters, the Code of Ethics is designed to deter wrongdoing and to promote:

A copy of the Code of Ethics is on the corporate governance section of our website at www.argentexmining.com.

Waivers to the Code of Ethics may be granted only by our full board of directors. In the event that our board of directors grants any waiver of the elements listed above to any of our directors or officers, we expect to announce the waiver within four business days on the corporate governance section of our website at www.argentexmining.com.

Our board appointed MORGAN & COMPANY LLP, Chartered Accountants, as independent auditors to audit our financial statements for the fiscal years ended January 31, 2015 and January 31, 2014. The aggregate of fees billed by MORGAN LLP, Chartered Accountants, for professional services rendered for the audit of our annual financial statements included in this annual report for the fiscal years ended 2015 and 2014 were $36,828 and $37,944, respectively.

For the fiscal years ended January 31, 2015 and January 31, 2014, the aggregate fees billed for assurance and related services by MORGAN & COMPANY LLP, Chartered Accountants, relating to our quarterly financial statements which are not reported under the caption “Audit Fees” above, were $1,428 and $4,653, respectively.

For the fiscal years ended January 31, 2015 and January 31, 2014, the aggregate fees billed for tax compliance by MORGAN & COMPANY LLP, Chartered Accountants, were $3,000 and $3,572, respectively.

For the fiscal years ended January 31, 2015 and January 31, 2014, the aggregate fees billed by MORGAN & COMPANY LLP, Chartered Accountants, for other non-audit professional services, other than those services listed above, totalled $nil and $2,796, respectively.

The audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the audit committee before the respective services were rendered.

The audit committee has considered the nature and amount of the fees billed by MORGAN & COMPANY LLP, Chartered Accountants and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of MORGAN & COMPANY LLP, Chartered Accountants.

At January 31, 2015 and 2014 and
for the Years Ended January 31, 2015, 2014 and 2013

We have audited the accompanying consolidated financial statements of Argentex Mining Corporation, which comprise the consolidated balance sheets as at January 31, 2015 and 2014, and the consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years ended January 31, 2015, 2014 and 2013, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Argentex Mining Corporation as at January 31, 2015 and 2014 and the results of its operations and its cash flows for each of the three years ended January 31, 2015, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has generated significant losses from operations and has an accumulated deficit of $44,788,174 which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ARGENTEX MINING CORPORATION
CONSOLIDATED BALANCE SHEETS
AT JANUARY 31, 2015 AND 2014
(Stated in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

ARGENTEX MINING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Stated in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

ARGENTEX MINING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2015, 2014 AND 2013
(Stated in U.S. Dollars)

Argentex Mining Corporation (“Argentex” or the “Company”) was originally incorporated in the State of Nevada on December 21, 2001 under the name Delbrook Corporation. On March 15, 2004, the Company changed its name to Argentex Mining Corporation. On June 8, 2011, the Company moved its jurisdiction of domicile from the United States to the Province of British Columbia, Canada.

The Company has one wholly-owned subsidiary, SCRN Properties Ltd. (“SCRN”). SCRN was originally formed as a Delaware corporation on February 13, 2004, and on June 3, 2011, it moved its jurisdiction of domicile from the State of Delaware to the Province of British Columbia, Canada. SCRN was formed for the purpose of acquiring and exploring natural resource properties in Argentina.

These consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements requires management to make estimates.

The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the GAAP framework and all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

These consolidated financial statements include the financial statements of Argentex and SCRN. All significant intercompany balances and transactions have been eliminated from the consolidated financial results.

The preparation of the Company's consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The more significant areas requiring the use of management’s estimates and assumptions relate to valuation allowances for deferred tax assets, the valuation of warrants and the valuation of stock-based compensation expense. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ significantly from these estimates.

ARGENTEX MINING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 31, 2015, 2014 AND 2013
(Stated in U.S. Dollars)

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of the Company is the Canadian dollar (“CDN$”). The functional currency of SCRN is the U.S. dollar (“US$”).

The accounts of the Company are translated into the Company’s reporting currency, the U.S. dollar as follows:

Monetary assets and liabilities denominated in foreign currencies are translated using period end foreign currency exchange rates and expenses are translated using average foreign currency exchange rates during the reporting periods in which the expenses were transacted. Non-monetary assets and liabilities are translated at their historical foreign currency exchange rates. Gains and losses resulting from foreign exchange transactions are included in the determination of net loss for the period.

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at January 31, 2015 and 2014 as follows:

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents and investments with initial maturities of more than three months to be short-term investments. The following tables summarize the Company’s financial assets’ adjusted cost, unrealized gains and fair value by significant investment category recorded as cash and cash equivalents and short-term investments as of January 31, 2015 and 2014:

		Adjusted Cost	Unrealized Gains	Fair Value	Cash and Cash Equivalents/Short- term investments
Level 1:	Cash	$ 590,921	$ 4	$ 590,925	$ 590,925
Level 1	Short-term investments	$ 475,923 ⁽¹⁾	$ 1,683	$ 477,606	$ 477,606

The Company’s cash equivalent and trading security instruments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company had no transfers between level 1 and level 2 during the year.

Equipment is recorded at cost and depreciated using the declining balance method over their estimated useful lives at 20% for furniture, fixtures and exploration equipment and 30% for computer equipment. Buildings are recorded at cost and depreciated using the straight line method over their estimated useful lives of 10 years.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison of its carrying amount to future undiscounted cash flows the assets are expected to generate. An impairment loss is recognized when the carrying amount exceeds its estimated recoverable value.

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition costs and mineral exploration rights are initially capitalized when incurred. Mineral property exploration costs are expensed as incurred. The Company assesses the carrying costs for impairment when indicators of impairment exist. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, development costs will be amortized using the units-of-production method over the established life of the reserve.

As of the date of these financial statements, the Company has yet to establish proven or probable reserves on any of its mineral properties.

Realization of the Company’s investment in and expenditures on mineral properties is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of permits and the potential for problems arising from government conveyance accuracy, prior unregistered agreements or transfers, indigenous land claims, confirmation of physical boundaries, and title may be affected by undetected defects. The Company does not carry title insurance. The Company has evaluated title to all of its mineral properties and believes, to the best of its knowledge, that evidence of title is adequate and acceptable given the current stage of exploration.

The Company records the fair value of estimated asset retirement obligations (“AROs”) associated with tangible long-lived assets once there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to operations. In addition, asset retirement costs (“ARCs”) would be capitalized as part of the related asset’s carrying value and are depreciated (primarily on a unit-of-production basis) over the asset’s respective useful life. Reclamation costs for future remeditation will be recognized as an ARO and a related ARC in the period when an ARO arises. Changes in regulations or laws, any instances of non-compliance with laws or regulations that result in fines, or any unforeseen environmental contamination could result in a material impact to the amounts charged to earnings for reclamation and remediation. Significant judgments and estimates are made when estimating the fair value of AROs. Expected cash flows relating to AROs could occur over long periods of time and the assessment of the extent of environmental remediation work is highly subjective. Considering all of these factors that go into the determination of an ARO, the fair value of the AROs can materially change over time.

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. The Company’s operations involve dealing with uncertainties and judgments in applying complex tax regulations in Canada, the United States, and Argentina. The final taxes paid are dependent upon many factors including negotiations with tax authorities in various jurisdictions.

The Company records potential withholding tax, value added tax and mineral property tax liabilities based on management’s estimate of whether and the extent to which taxes may be refunded or deemed payable.

In the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax position would then be recorded if the Company determined it is probable that a position would not be sustained upon examination or if a payment would have to be made to a taxing authority and the amount is reasonably estimable. As of January 31, 2015, management of the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. However, as a result of the Company’s change in its corporate jurisdiction from the United States to Canada on June 8, 2011, management of the Company believes that it may encounter certain uncertain tax positions as follows:

The change in the Company’s corporate jurisdiction for U.S. federal income tax purposes is treated as the transfer of the assets from the United States to Canada. The Company has recognized a gain on the assets held by it at the time of the change in its corporate jurisdiction to the extent that the fair market value of the transferred assets exceeded their respective accounting values. The calculation of the gain was made separately for each asset held by the Company. The determination of fair market value was estimated by the Company’s management and is subject to review by U.S. tax authorities. In addition, the Company may still be treated as a U.S. corporation and taxed on its worldwide income and/or classified as a passive foreign investment company.

As a result of the 2011 merger, Argentex Delaware as the non-surviving corporation is considered to have disposed of its assets to Argentex Nevada for proceeds equal to their fair market value. Argentex Delaware is subject to Canadian federal income tax liabilities with respect to any gains realized as a result of the deemed disposition of all of its assets that constitute “taxable Canadian property” for the purposes of Canadian federal income tax. As a result of the 2011 continuation, Argentex BC is deemed to have disposed of, and immediately thereafter reacquired, all of its assets at their then fair market value. Gains arising on the deemed disposition of taxable Canadian property of Argentex BC, if any, are subject to tax in Canada. However, if the adjusted cost base of the assets of Argentex BC is equal to the fair market value of the assets, due to the assets having been acquired by Argentex Nevada in the course of the merger shortly prior to the continuation in a disposition deemed to have taken place at fair market value, then no gain should be realized by Argentex BC.

As at January 31, 2015, the Company had net operating loss carry forwards; however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the potential deferred tax assets resulting from these losses carry forwards.

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the period. The per share amounts include the dilutive effect of common stock equivalents in periods with net income. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents. As of January 31, 2015, the Company had 4,005,000 stock options and 19,436,706 warrants outstanding which were not included in the calculation of net loss per share for the period because they would have been anti-dilutive.

Other comprehensive income/loss reflects changes in equity that result from transactions and economic events from non-owner sources.

The Company follows ASC 718, Compensation - Stock Compensation, which addresses the accounting for stock based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the more readily measurable of the fair value of the stock and the fair value of the property or service. The Company uses the Black-Scholes option-pricing model to determine the grant date fair-value of stock based awards under ASC 718. The fair value is recorded in expenses depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in expenses in line with the period over which it was earned. For employees and management, this is typically considered to be the vesting period of the award. For consultants, the fair value of the award is recorded in expenses over the term of the service period, and unvested amounts are revalued at each reporting period over the service period. The Company estimates the expected forfeitures and updates the valuation accordingly.

In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity (DSE) from U.S. GAAP and removes:

The ASU also clarifies that the disclosure requirements in ASC 275 (i.e., disclosures about risks and uncertainties) apply to entities that have “not commenced planned principal operations.”

As the FASB explains in the ASU, users of DSE financial statements do not find “the DSE distinction, the inception-to-date information, and certain other disclosures currently required by DSEs to be decision useful.”

Except for the amendments to ASC 810, the ASU is effective for public business entities for reporting periods (including interim periods) beginning after December 15, 2014. For other entities, these amendments are effective for annual periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. The amendments to ASC 810 are effective one year later for public business entities and two years later for other entities. Early adoption of the amendments is permitted for “any annual reporting period or interim period for which the entity’s financial statements have not yet been issued.” The Company has early adopted ASU 2014-10 for the year ended January 31, 2015.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. Other than the accounting pronouncement discussed above, the Company believes that the impact of recently issued accounting pronouncements that are not yet effective will not have a material impact on the Company’s financial position, results of operations or cash flows.

These consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. However, although the Company has working capital of $971,420, it has a history of operating losses since its inception in 2001, and has an accumulated deficit of $44,788,174. The Company has not generated any revenues from mineral sales since inception, has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.

The continuation of the Company as a going concern is dependent upon the continued financial support of its shareholders, the ability of the Company to obtain financing and the attainment of profitable operations, or the sale, option or joint venture of one or more of the Company’s resource properties. The Company’s ability to achieve and maintain profitability and positive cash flows is dependent upon its ability to locate profitable mineral properties, generate revenues from mineral production and control production costs. Based upon its current plans, the Company expects to incur operating losses in future periods. The Company plans to obtain sufficient working capital to execute its business plans through additional equity or new strategic relationships. There is no assurance that the Company will be able to generate significant revenues in the future or be successful with any financing ventures.

These factors cast substantial doubt on the Company’s ability to continue as a going concern. Accordingly, the consolidated financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

Short-term investments include trading securities which consist of investments in mutual funds issued by major financial institutions with the intention of selling them in the short term. As of January 31, 2015, the Company held mutual funds valued at $477,606 ($4,128,906 Argentine pesos) (2014-$nil).

Immediately following its July 2, 2013 financing as disclosed in notes 11 and 12, in an effort to protect the Company from the devaluation of the Argentine peso, the Company’s subsidiary, SCRN Properties Ltd. made a loan of $2,300,000 (12,408,500 pesos). The borrower, an Argentine “Mutual”, was the Argentine equivalent of a credit union. The loan was non-interest bearing, repayable in pesos in nine consecutive monthly installments, beginning on July 15, 2013 and ending on March 17, 2014, with the amount of each installment linked to the U.S. dollar. In the event of a default, default interest was to be accrued on the unpaid principal at the rate of 9.3% per annum. Austral Gold Limited guaranteed repayment of the loan.

During the year ended January 31, 2014, $2,040,000 plus taxes of $27,770 equivalent in Argentine pesos on the local exchange gain on the loan repayments, was repaid to the Company, leaving a balance receivable as at January 31, 2014 of $260,000. The final loan installment was repaid to the Company effective March 17, 2014.

On December 10, 2010, the Company entered into an agreement with a land owner whereby the Company purchased surface rights to the major portion of the property, known as El Piche, for $815,000. The Company completed this acquisition on December 17, 2010.

Pursuant to the terms of a mineral property acquisition agreement, dated February 20, 2004, between the Company and an affiliate of an ex-director, the Company paid approximately $7,528 (CDN$10,000) to acquire a 100% interest in certain mineral claims located in the Santa Cruz Province of the Republic of Argentina, known as the Condor Property, subject to a 2% net smelter return royalty in favor of an ex-director. The Company wrote off the acquisition costs in a prior year. The Company has the right to repurchase either one-half of the royalty for approximately $787,000 (CDN$1,000,000) or all of the royalty for $1,573,000 (CDN$2,000,000).

Pursuant to the terms of a Mineral Property Acquisition Agreement, dated February 24, 2004, between the Company and an affiliate of an ex-director of the Company, the Company acquired mineral claims located in the Santa Cruz Province of the Republic of Argentina, then known as the Dyakowski Property for total consideration of 833,333 common shares of the Company (subsequently increased, as a result of a stock dividend, to 2,499,999). The shares have been issued and were subject to an Escrow Agreement dated March 2, 2004.

On June 30, 2005, the Company entered into an amending agreement whereby the Company amended the Escrow Agreement. This amending agreement was restated August 8, 2005 whereby the Company agreed to release the 4,999,998 shares of its common stock that were being held in escrow. Of the 4,999,998 released shares, 4,749,998 of these shares were returned to treasury and cancelled and 250,000 of these shares were released to an ex-director of the Company for the transfer of the mineral claims to the Company.

In addition, pursuant to the terms of a Share Purchase Agreement, dated February 24, 2004, between the Company and an affiliate of an ex-director of the Company, the Company acquired a 100% interest in SCRN Properties Ltd. (SCRN), a Delaware corporation, the sole asset of which consisted of mineral claims located in the Rio Negro Province of the Republic of Argentina, known as the SCRN Property, for total consideration of 833,333 common shares of the Company (subsequently increased, as a result of a stock dividend, to 2,499,999). The shares have been issued and were subject to an Escrow Agreement dated March 2, 2004.

Pursuant to the terms of a mineral property acquisition agreement, dated February 20, 2004, between the Company and an affiliate of an ex-director, the Company paid approximately $7,528 (CDN$10,000) to acquire a 100% interest in mineral claims located in the Santa Cruz and Rio Negro Provinces of the Republic of Argentina, known as the Storm Cat Property. Subsequent to acquisition of these properties, the Company has accounted for expenditures by province. The Company wrote off the acquisition costs in a prior year.

Mineral property interests expense reflected in the accompanying consolidated statements of operations relates to the following projects:

During the year ended January 31, 2014, the Company was assessed asset taxes in Argentina of approximately $30,770 ($166,169 Argentine pesos) related to a prior year. Given a current inflation rate in Argentina that is higher than the rate of interest charged by the Argentine government, the Company elected to pay this amount plus interest for a total of approximately $64,269 ($336,515 Argentine pesos) in 120 monthly installments. As a result of the devaluation of the Argentine peso since the date the Company elected to pay in installments, the non-current portion as at January 31, 2015 is approximately $28,546 (2014-$34,966). The current portion in the amount of $3,893 (2014-$4,196) is included in accounts payable and accrued liabilities. The amount of the debt is unsecured.

A summary of director and officer compensation for the years ended January 31, 2015, 2014 and 2013 is as follows:

As at January 31, 2015 the Company owed directors and officers $15,910 (2014 - $83,810). All balances owing were unsecured, non-interest bearing and had no fixed terms of repayment. All related party transactions were measured at the amount of consideration established and agreed to by the related parties.

During the year ended January 31, 2015, the Company paid or accrued consulting fees of $162,522 (2014 - $173,958; 2013 - $181,442) and recorded stock based compensation of $nil (2014 - $nil; 2013 - $103,049) related to this consulting agreement. At January 31, 2015, the Company recorded an accrued liability of $8,611 (2014- $7,028) related to this consulting agreement.

On August 24, 2011, the Company granted stock options pursuant to its 2007 Stock Option Plan to a company controlled by the Company’s Chief Financial Officer to purchase an aggregate of 250,000 shares of the Company’s common stock at an exercise price of $1.15 (CDN$1.15) per share, for a five (5) year term expiring August 24, 2016. The options vested in four quarterly installments over 12 months commencing on November 1, 2011. On November 1, 2012, the Company granted stock options pursuant to its 2012 Stock Option Plan to a company controlled by the Company’s Chief Financial Officer to purchase an aggregate of 250,000 shares of the Company’s common stock at an exercise price of $0.305 (CDN$0.305) per share, for a three (3) year term expiring October 31, 2015. These options vested immediately.

During the year ended January 31, 2015, the Company recorded consulting fees of $14,464 (2014 - $243,327; 2013 - $192,795) and recorded stock based compensation of $nil (2014 - $nil; 2013 - $110,686) related to this consulting agreement. At January 31, 2015, the Company owed an officer of this Company in the amount of $nil (2014- $71,901).

On August 24, 2011, the Company granted stock options pursuant to its 2007 Stock Option Plan to a company controlled by the Company’s former Executive Vice President of Corporate Development to purchase an aggregate of 250,000 shares of the Company’s common stock at an exercise price of $1.15 (CDN$1.15) per share, for a five (5) year term expiring August 24, 2016. The options vested in four quarterly installments over 12 months commencing on November 1, 2011. Effective March 1, 2012, the Company renewed the consulting agreement for one year and increased the monthly consulting fee to CDN$15,000 per month plus sales tax. In addition, effective January 20, 2012 until July 31, 2012, the former VP Corporate Development assumed the additional role of interim President of the Company for which he was compensated an additional fee of approximately $2,500 per month. On November 1, 2012, the Company granted stock options pursuant to its 2012 Stock Option Plan to a company controlled by the Company’s former Executive Vice President of Corporate Development to purchase an aggregate of 250,000 shares of the Company’s common stock at an exercise price of $0.305 (CDN$0.305) per share, for a three (3) year term expiring October 31, 2015. These options vested immediately. The consulting agreement expired on February 28, 2014 and was not renewed. A total of approximately $91,284 (CDN$101,675) was paid on February 26, 2014, which included a voluntary payment of approximately $67,335 (CDN$ 75,000) plus February consulting fees, vacation pay, reimbursement of expenses and a sales tax to a company controlled by the Company’s former Executive Vice President of Corporate Development.

Additional related party transactions are disclosed in note 12 to these financial statements.

Pursuant to a subscription agreement with Austral Gold Limited’s (“Austral”) Argentine subsidiary Austral Gold Argentina S.A. (“Austral Argentina”), dated July 2, 2013, the Company issued a non-interest bearing, unsecured convertible debenture (the “Debenture”) in the principal amount of $2,300,000 with a maturity date on or before July 2, 2014 (the “Maturity Date”). The convertible debenture was convertible into 8,389,176 Units at a conversion price of US$0.274163 (CDN$0.2882) per Unit. Each Unit consists of one common share and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one common share at an exercise price of CDN$0.40 until July 2, 2018.

The Company was to pay all or any part of the principal amount due under the Debenture at any time on or before the Maturity Date, without penalty or prepayment premium, by way of conversion but, only to the extent that the Company has received repayments of the Loan Receivable, as described in Note 5 to these financial statements. Terms of the Debenture also limited conversion to a maximum amount of 19.9% of the Company’s common shares outstanding immediately after giving effect to such conversion.

The Company considered the guidance in the FASB Codification, and determined that the Debenture does not contain a beneficial conversion feature, as the fair value of the Company’s common stock on the date of issuance was less than the conversion price. The fair value of the Debenture was charged to additional paid in capital as it has characteristics of an equity instrument since it may not be settled in cash.

The Company also considered whether the Units, once issued, contained an embedded derivative and concluded that they do not since they are denominated in Canadian dollars, the Company’s functional currency.

During the year ended January 31, 2015, the Company converted the remaining principal balance of $260,000 (2013-$2,040,000) of the convertible debenture. The partial conversion was effected at a conversion price of US$0.274163 (CDN$0.2882) per Unit and the Company issued 948,342 common shares and 474,171 warrants (2014-7,440,834 common shares and 3,841,829 warrants). Each whole warrant entitles the holder to purchase one additional common share at an exercise price of CDN$0.40 until July 2, 2018. The relative fair value of the warrants in the amount of $29,107 (2014 - $353,726) was credited to additional paid in capital and $230,983 (2014 - $1,686,274) was credited to common shares. The Unit warrants were valued, using the Black Scholes valuation model, at each conversion date at prices ranging from $0.0322 -$0.0706 per warrant. The range of assumptions used in the Black Scholes model were as follows:

On February 2, 2012, the Company issued 60,000 shares of its common stock at $0.25 per share to a former director for proceeds of $15,000 on the exercise of 60,000 stock options.

On February 16, 2012, the Company issued 160,000 shares of its common stock at $0.37 per share to the Company’s former President for proceeds of $59,200 on the exercise of 160,000 stock options.

On February 16, 2012, the Company issued 20,000 shares of its common stock at $0.37 per share to a former consultant for proceeds of $7,400 on the exercise of 20,000 stock options.

Pursuant to subscription agreements with Austral Gold Limited (“Austral”) and its Argentine subsidiary Austral Gold Argentina S.A. (“Austral Argentina”), dated July 2, 2013, Argentex sold 8,632,000 Units to Austral and 242,824 Units to Austral Argentina for aggregate gross proceeds of $2,433,147 (CDN$2,557,724). Each Unit consists of one common share and one-half of one share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one common share at an exercise price of CDN$0.40 until July 2, 2018. The relative fair value of the warrants in the amount of $418,258 was credited to additional paid in capital and $2,014,889 was credited to common shares. The Unit warrants were valued, using the Black Scholes valuation model, at $0.0569 per warrant. The assumptions used in the Black Scholes model were as follows:

At the closing, Argentex and Austral entered into an Investment Agreement that entitles Austral to nominate one member of the Board, an Assistant Secretary and one member of the Argentex Technical Advisory Board. The Investment Agreement also entitles Austral (and its affiliates) to certain anti-dilution rights. In the Investment Agreement, Austral agreed that it (and its affiliates) would not initiate or support any effort to gain control of Argentex and that it (and its affiliates) would refrain from acquiring any more than 19.9% of the issued and outstanding shares of Argentex unless otherwise agreed to by Argentex, and both Austral and Argentex agreed to discuss a potential business combination. The Investment Agreement remains in effect until such time as Austral (together with its affiliates) owns less than ten percent (10%) of the issued and outstanding shares of Argentex (on a partially diluted basis to include common shares that may be issued upon conversion of the convertible debenture). In the Investment Agreement, Austral also agreed that it would not transfer any of the securities purchased by it (and Austral Argentina) for one year after the closing, except for transfers to affiliates.

The subscription proceeds of $2,366,574 from the sale of the Units to Austral were paid to the Company in Canada. The subscription proceeds of $66,573 from the sale of Units and $2,300,000 from the sale of the convertible debenture to Austral Argentina, aggregating $2,366,573, were received by the Company’s subsidiary in Argentina as 12,767,666 Argentine pesos. Immediately following the closing, SCRN Properties Ltd. made a loan in an amount equal to $2,300,000 (12,408,500 pesos) (note 5).

Upon conversion of the entire principal balance of the convertible debenture (but without adjusting for shares that may be issued upon exercise of warrants), and assuming no other shares are issued by Argentex before conversion, Austral and its affiliates would own approximately 19.9% of the issued and outstanding shares of Argentex. Each warrant contains a term prohibiting exercise by the holder if the exercise would result in the holder (together with its affiliates) having ownership of more than 19.9% of the issued and outstanding Company shares.

At January 31, 2015, the following share purchase warrants were outstanding and exercisable:

On November 10, 2007, the board of directors approved the adoption of the 2007 Stock Option Plan which permitted the Company to issue up to 5,662,310 shares of common stock to Company directors, officers, employees and consultants. The 2007 Stock Option Plan was approved by the TSX Venture stock exchange and by the stockholders in September 2008.

At the Company’s Annual General Meeting held on September 18, 2012, the Company’s shareholders approved its 2012 stock option plan, which permits the Company to grant stock options to its employees, officers and directors and consultants to acquire up to an aggregate of 10% of the number of issued and outstanding common shares at the time of the grant. The Company can no longer grant stock options under its 2007 stock option plan but it will remain in effect until all of the stock options granted under it have either expired or been exercised. At the Company’s Annual General Meeting held on November 19, 2013, and at the Company’s Annual General and Special Meeting held on November 12, 2014, the Company’s shareholders re-approved its 2012 stock option plan.

On May 11, 2010, the Company granted 400,000 stock options to a director. These stock options are exercisable at approximately $0.50 (CDN$0.64), expire in five years on May 11, 2015 and vested in accordance with the Company’s stock option plan at 100,000 stock options each quarter. These stock options were valued, using the Black Scholes valuation model, at $248,616 which was recorded in consulting fees in accordance with the Company’s stock option plan. The assumptions used in the Black Scholes model were as follows:

Between August 24, 2011 and August 29, 2011, the Company granted options to purchase an aggregate total of 1,500,000 shares of its common stock to two officers, 14 employees and consultants of the Company. These stock options are exercisable at approximately $1.03 (CDN$1.15) per share, expire between August 23 and August 28, 2016 and vested in accordance with the Company’s stock option plan as 337,500 of these stock options vested on November 1, 2011, February 1, 2012, May 1, 2012 and August 1, 2012, and 25,000 of these stock options vested on November 29, 2011, February 29, 2012, May 29, 2012, August 29, 2012, November 29, 2012 and February 28, 2013. Of the stock options granted, 305,000 were forfeited in prior years and 290,000 were forfeited during the current year. The fair value of these stock options was valued at $761,695 at the date of grant using the Black Scholes pricing model with the following assumptions:

On November 1, 2012, the Company granted stock options to purchase an aggregate of 3,360,000 shares of its common stock. All options were granted with an exercise price of $0.27 (CDN$0.305) per share, for a three (3) year term expiring October 31, 2015. These options vested immediately. A total of 290,000 of these stock options were forfeited during the prior year and 290,000 were forfeited during the current year. The fair value of these stock options was valued at $540,288 at the date of grant using the Black Scholes pricing model with the following assumptions:

The weighted average fair value per stock option granted during the year ended January 31, 2015 was $nil (2014- $nil; 2013 - $0.16).

The fair value of stock options granted during the year ended January 31, 2015 was $nil (2014 - $nil; 2013 - $540,288). At January 31, 2015, 4,005,000 (2014 – 5,315,000) stock options were exercisable.

Total stock-based compensation recognized during the year ended January 31, 2015 was $nil (2014 - $948; 2013 - $883,210). Stock-based compensation has been recorded in the consolidated statements of operations as follows, with corresponding additional paid-in capital recorded in stockholders' equity:

The following range of weighted average assumptions were used for the Black-Scholes valuations of stock options granted during the year:

As at January 31, 2015, the aggregate intrinsic value of all outstanding, vested stock options and exercised stock options was $nil (2014-$nil).

At January 31, 2015 and 2014, the Company and its subsidiary operated in two reportable segments. Identifiable assets and net loss in each geographic area are as follows:

The Company accounts for the fair value measurement and disclosure of financial instruments in accordance with FASB ASC topic 820 which requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for reporting periods. Such disclosures include the fair value of all financial instruments, for which it is practicable to estimate that value, whether recognized or not recognized in the consolidated financial statements; the related carrying amount of these financial instruments; and the method(s) and significant assumptions used to estimate the fair value.

The carrying values and fair values of the Company’s financial instruments were as follows:

			January 31, 2015				January 31, 2014
			Carrying		Fair		Carrying		Fair
	Level		value		value		value		value

Cash and cash equivalents	Level 1	$	590,925	$	590,925	$	2,615,966	$	2,615,966
Short-term investments	Level 1	$	477,606	$	477,606	$	-	$	-
Receivables	Level 2	$	4,848	$	4,848	$	4,238	$	4,238
Loan receivable	Level 2	$	-	$	-	$	260,000	$	260,000
Accounts payable and accrued liabilities	Level 2	$	127,696	$	127,696	$	247,303	$	247,303
Convertible debenture	Level 2	$	-	$	-	$	260,000	$	260,000
Due to related parties	Level 2	$	15,910	$	15,910	$	83,810	$	83,810
Long term debt	Level 2	$	28,546	$	28,546	$	34,966	$	34,966

The Company's cash and cash equivalents and short-term investments are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of these balances approximates the carrying amounts due to the short-term nature and historically negligible credit losses. The cash equivalent instruments that are valued based on quoted market prices in active markets are primarily money market securities.

The fair value of accounts payable and accrued liabilities approximates the carrying amounts due to the short-term nature and historically negligible credit losses.

The long term debt is payable in Argentine pesos and approximates the carrying amount as at January 31, 2015 and 2014. The amount payable will change based on the change in the value of the Argentine Pesos as compared to the US dollar.

The Company’s activities expose it to credit, liquidity and market risks, which is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk includes foreign exchange risk, interest rate risk and other price risk. The Company does not participate in the use of financial instruments to mitigate these risks and has no designated hedging transactions. The Board approves and monitors the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations, the continued exploration of the Company’s mineral properties, and to limit exposure to risks. The types of risk exposure and the way in which such exposures are attempted to be managed are as follows:

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to its cash and short-term investments. The Company maintains its Canadian and US cash in major chartered Canadian bank deposit accounts and major Canadian credit unions and in certain financial instruments such as bankers’ acceptances and term deposits. The Company’s bank deposit account is insured by the Canadian Deposit Insurance Corporation up to $100,000 and funds in its credit union accounts are guaranteed by the provincial government of British Columbia. The Company’s Canadian dollar bank account balance, at times, may exceed federally insured limits. The Company maintains its Argentinean pesos in an Argentinean bank deposit account and invested with an international registered broker dealer as they are invested in a liquid managed fund. The fund primarily holds Argentine bonds and although the value of the fund has increased since the technical default of the Argentine government in August 2014 on the payment of bond interest payments, it is possible that the outcome of the technical default, if not rectified, may negatively impact the value of the fund. As part of the Company’s cash management process, management performs periodic evaluations of the relative credit standing of these financial institutions.

At January 31, 2015 and 2014, the Company had approximately $527,000 and $1,260,000, respectively in U.S. cash, $30,000 and $608,000 in Canadian cash, approximately $25,000 and $51,000, respectively in Canadian dollar term deposits guaranteed by the provincial government of British Columbia and Argentinian Nuevo pesos (“ARSs”) of $182,000 and $6,136,000 in an international bank and $4,129,000 and $nil in a managed fund with an international registered broker dealer. In addition, the Company had a loan receivable of $nil and $260,000 from an Argentine Mutual.

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure, more specifically, the issuance of new common shares, to ensure there is sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash and potential equity financing opportunities. The Company believes that these sources will be sufficient to cover the known short and long-term requirements at this time. There is no assurance that potential equity financing opportunities will be available to meet these obligations.

The Company is subject to foreign exchange risk for purchases denominated in foreign currencies. The Company operates outside of the U.S. primarily in Argentina and Canada and the Company is exposed to foreign currency risk due to the fluctuation between the currencies in which the Company operates in and the United States Dollar. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar. Management monitors its foreign currency balances and make adjustments based on anticipated need for foreign currencies.

At January 31, 2015, the Company was exposed to foreign exchange risk through the following assets and liabilities denominated in foreign currencies:

As a result of the strengthening of the U.S. Dollar against the Argentinian Peso and the CDN Dollar, the Company experienced a foreign exchange loss of $32,004 during the year (2014 foreign exchange loss- $283,632; 2013: foreign exchange gain-$108,848).

Based on the above net exposures, and assuming that all other variables remain constant, a 10% change in the value of the Argentinian Peso and the CDN Dollar against the U.S. Dollar would have resulted in an increase/decrease of approximately $48,976 in net loss for the year ended January 31, 2015. The sensitivity analyses included in the table above should be used with caution as the results are theoretical, based on management's best assumptions using material and practicable data which may generate results that are not necessarily indicative of future performance. In addition, in deriving this analysis, the Company has made assumptions based on the structure and relationships of variables as at the balance sheet date which may differ due to fluctuations throughout the year with all other variables assumed to remain constant. Actual changes in one variable may contribute to changes in another variable, which may amplify or offset the effect on net loss of the Company.

The Argentine government recently launched a series of regulations in order to control the sale of foreign currency. The measures aim to slow the rise in value of the American dollar, of which the Argentine Central Bank has had to reduce its reserves in order to avoid the continuing devaluation of the Argentine peso against the dollar and inflation. This could impact the purchasing power of the Company’s Argentine Pesos should it not be able to effectively hedge against any devaluation.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the Company’s cash is held in non-interest bearing bank accounts and fixed rate interest bearing cash equivalents or short-term investments, management considers the interest rate risk to be limited.

The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. A dramatic decline in commodity prices could impact the viability of the Company and the carrying value of its property. The Company is exposed to price risk with respect to commodity prices. There is minimal price risk at the present time as the Company is not yet in the production phase.

On December 8, 2010, the Company entered into a five year lease agreement, commencing January 1, 2011 at approximately $6,954 (CDN$6,954) per month for the first three years of the lease, and approximately $5,734 (CDN$7,289) per month for the last two years of the term.

On July 25, 2011, the Company entered into a rental agreement for office space in La Plata, Argentina with a consultant, for the period July 2011 to June 2014 at a cost of $2,500 per month. On July 1, 2014, the Company renewed its agreement for two additional years whereby the rent was reduced to approximately ARS $7,200 or approximately $850 per month for the first year and ARS $9,360 or approximately $1,100 per month for the second year.

At January 31, 2015, the minimum future lease payments under the Company’s operating leases are as follows:

At January 31, 2015, the minimum future payments under the Company’s consulting contract is as follows:

Income tax expense has not been recognized for the years ended January 31, 2015, 2014 and 2013 and no taxes were payable at January 31, 2015 and 2014 as the Company has incurred losses since its inception. The actual income tax benefit differs from the expected amounts calculated by applying the combined income tax rates applicable in each jurisdiction to the Company’s loss before income taxes.

At January 31, 2015 and 2014, the Company had the following deferred tax assets. The Company established a 100% valuation allowance, as management believes it is more likely than not that the deferred tax assets will not be realized.

The Company has mineral resources tax assets of approximately $19,609,000 for Canadian tax purposes. These tax assets may reduce resource income in future years, and the tax assets may be carried forward indefinitely under normal operating circumstances. The Company has available non-capital losses of approximately $13,396,000 for Canadian income tax purposes.

These losses may be carried forward to reduce taxable income in future years until they expire:

During the year ended January 31, 2015, the Company incurred $31,373 (2014-$14,189) in minimum taxes in Argentina. These taxes can be carried forward for ten years and applied to reduce taxable income.

At January 31, 2015, the Company has branch tax loss carry forwards in Argentina totaling approximately $2,092,000 that expire as follows:

The non-capital losses available to carry forward in the United States as at January 31, 2011 expired as a result of the re-domicile of the Company to Canada from the United States on June 2, 2012. The Company and its subsidiary file income tax returns in Canada and Argentina. These tax returns are subject to examination by local taxation authorities provided the tax years remain open to audit under the relevant statute of limitations. The following summarizes the open tax years by major jurisdiction: Argentina: 2014

The Company evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through May t, 2015, the day the consolidated financial statements were issued and determined the following subsequent events and transactions require recognition and/or disclosure:

The following exhibits are being filed as part of this annual report, or are incorporated by reference where indicated:

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

ARGENTEX MINING CORPORATION

/s/Michael Brown

Michael Brown

Chief Executive Officer and President

(Principal Executive Officer)

Date: May 26, 2015

/s/Jeff Finkelstein

Jeff Finkelstein

Chief Financial Officer, Treasurer and Corporate Secretary

(Principal Financial Officer and Principal Accounting Officer)

Date: May 26, 2015

Title of each class	Name of each exchange on which registered
Not Applicable	Not Applicable

U.S. GAAP [X]	International Financial Reporting Standards as issued	Other [ ]
	by the International Accounting Standards Board [ ]

	B.	Memorandum and Articles of Association	50
	C.	Material Contracts	52
	D.	Exchange Controls	52
	E.	Taxation	52
	F.	Dividends and Paying Agents	55
	G.	Statements by Experts	55
	H.	Documents on Display	55
	I.	Subsidiary Information	55
ITEM 11	Quantitative and Qualitative Disclosures About Market Risk		55
ITEM 12	Description of Securities Other Than Equity Securities		58

PART II			58
ITEM 13	Defaults, Dividend Arrearages and Delinquencies		58
ITEM 14	Material Modifications to the Rights of Security Holders and Use of Proceeds		58
ITEM 15	Controls and Procedures		58
ITEM 16	[Reserved]		59
ITEM 16A	Audit Committee Financial Expert		59
ITEM 16B	Code of Ethics		59
ITEM 16C	Principal Accountant Fees and Services		60
ITEM 16D.	Exemption from the Listing Standards for Audit Committees		60
ITEM 16E	Purchases of Equity Securities the Company and Affiliated Purchasers		60
ITEM 16F	Change in Registrant’s Certifying Account		61
ITEM 16G	Corporate Governance		61
ITEM 16H	Mine Safety Disclosure		61

PART III			61
ITEM 17	Financial Statements		61
ITEM 18	Financial Statements		61
ITEM 19	Exhibits		66
SIGNATURES			68

•	our exploration programs and results,

•	the economic potential of our mineral exploration properties;

•	the costs and timing of our exploration and development activities;

•	our future investments in and acquisitions of mineral resource properties;

•	our estimation of mineral resources and the realization of mineral resource estimates;

•	our need for, and our ability to raise, capital;

•	our financial and operating objectives and strategies to achieve them; and

•	our expenditures and other financial or operating performance.

•	the cost and timing of our projected exploration activities;

•	our ability to obtain any necessary financing on acceptable terms;

•	timing and amount of capital expenditures;

•	our ability to obtain necessary drilling and related equipment in a timely and cost-effective manner;

•	retention of skilled personnel;

•	the timely receipt of required regulatory approvals;

•	continuation of current tax and regulatory regimes;

•	current exchange rates and interest rates; and

•	general economic and financial market conditions.

PART I			1

GENERAL			1
ITEM 1	Identity of Directors, Senior Management and Advisers		2
ITEM 2	Offer Statistics and Expected Timetable		3
ITEM 3	Key Information		3
	A.	Selected Financial Data	3
	B.	Capitalization and Indebtedness	3
	C.	Reasons for the Offer and Use of Proceeds	3
	D.	Risk Factors	3
ITEM 4	Information on Company		9
	A.	History and Development	9
	B.	Business Overview	10
	C.	Organizational Structure	16
	D.	Property, Plant and Equipment	16
ITEM 4A	Unresolved Staff Comments		32
ITEM 5	Operating and Financial Review and Prospects		32
	A.	Operating Results	32
	B.	Liquidity and Capital Resources	36
	C.	Research and Development, Patents and Licenses etc.	38
	D.	Trend Information	38
	E.	Off-Balance Sheet Arrangements	38
	F.	Contractual Obligations	38
ITEM 6	Directors, Senior Management and Employees		39
	A.	Directors and Senior Management	39
	B.	Compensation	42
	C.	Board Practices	42
	D.	Employees	43
	E.	Share Ownership	43
ITEM 7	Major Shareholders and Related Party Transactions		45
	B.	Related Party Transactions	46
ITEM 8	Financial Information		47
	A.	Consolidated Statements and Other Financial Information	47
	B.	Significant Changes	48
ITEM 9	The Offer and Listing		48
	A.	Offer and Listing Details	48
	B.	Plan of Distribution	49
	C.	Markets	50
	D.	Selling Shareholders	50
	E.	Dilution	50
	F.	Expenses of the Issue	50
ITEM 10	Additional Information		50
	A.	Share Capital	50

•	general economic and business conditions;

•	our negative operating cash flow;

•	our ability to obtain additional financing;

•	fluctuations in worldwide prices and demand for minerals;

•	fluctuations in the level of our exploration and development activities;

•	increases in capital and operating costs;

•	risks associated with mineral resource exploration and development activities;

•	uncertainties inherent in the estimation of mineral resources and mineral reserves;

•	competition for resource properties and infrastructure in the mineral exploration industry;

•	technological changes and developments in the mineral exploration and mining industry;

•	regulatory uncertainties and potential environmental liabilities;

•	political developments in Argentina; and

•	the risks in the section of this Form 20-F entitled “Risk Factors”,

Year	Amount ($)	Amount spent in Argentina ($)	Amount spent in Canada ($)
2015	972	972	-
2014	6,197	3,792	2,405
2013	38,899	29,603	9,296

•	Seek and evaluate strategic options at a corporate and project level;

•	Evaluate new opportunities for other mineral prospects in Latin America, focusing on Chile, Peru and Argentina.

	(i)	an application is made in respect of a designated area, describing a minimum work program and providing an estimate of the investment to be made and a schedule for exploration; An environmental report of the impact that may be done during the exploration should be presented at the beginning of a Cateo. This report must be updated every two years if it takes longer to obtain the papers to acquire the grant of the zone.

	(ii)	approval is granted by the province and a formal placement on the official map or graphic register is made, provided the requested area is not superseded by a previous mining right;

	(iii)	publication of the claim is made in the provincial official bulletin so as to notify third parties of the claim, and;

	(iv)	upon expiry of a period following publication in the official bulletin, the cateo is awarded.

	(a)	c/o Orlando Rionda, Radio Santiago del Estero 3051, Salta, Argentina, CP4400 Argentina. The telephone number in Salta is 0054-387-424-8651. Our subsidiary does not have a fax number in Argentina.

	(b)	Calle 39 – Numero 383 – Departamento 1D – CP 1900. The telephone number in La Plata is 0221-4219721.

•	The central zone, with an approximate strike length of 350 metres, was drilled in previous exploration phases, and remains open at depth and along strike.
•	The new southern zone was discovered in PR250-12 and identified 4 m @ 115.3 g/t Ag eq.
•	The northern zone was discovered with PR254-12 (7 m @ 170.8 g/t Ag eq., including 2 m @ 469.0 g/t Ag eq.), and based on an interpreted 450 metre strike length, may have potential at depth.

	1)	CSV Norte: strike length of >550 metres and divided into two main sectors: west area dipping to the south (parallel to Karina vein) and merging with Savary vein, and the east area dipping to the north. The best intercept discovered to date is PR182-12, 2 m @ 564.2 g/t Ag eq. from 19m depth;

	2)	CSV: group of quartz and oxide veinlets with a minimum strike length of 100 metres and two branches dipping north. The best intercept discovered to date is PR216-12, 1 m @ 1069.45 g/t Ag eq. from 1m depth; and

	3)	CSV Sur: strike length of about 350 metres and also two branches dipping north. The best intercept discovered to date is PR246-12, 2 m @ 509.53 g/t Ag eq. from 31m depth.

•	Karina vein - 4 metres averaging 132.9 g/t Ag and 2.53 g/t Au
•	Ivonne Norte vein - 3 metres averaging 712.7 g/t Ag and 8.24 g/t Au
•	Savary vein - 6 metres averaging 702.4 g/t Ag and 0.60 g/t Au
•	CSS vein - 1.5 metres averaging 6,771.3 g/t Ag and 4.81 g/t Au

•	Marta Este (Ag-Au quartz-rich vein)
•	Marta Norte (Ag quartz-rich vein)
•	Marta Centro (Ag-In-Zn-Pb polymetallic vein)
•	Ivonne-Ivonne Norte (Au-In-Cu polymetallic vein)
•	Tranquilo (Ag-rich quartz vein, with polymetallic vein clasts)

•	Preliminary heap leach column test work on oxide samples indicated silver recoveries up to 81% and gold recoveries up to 69% with leaching times of up to 45 days. Silver and gold were still leaching when the tests were terminated, suggesting the potential for recoveries to increase with longer leaching periods.

•	Bottle roll test work on oxide samples indicated recoveries up to 95% for silver and up to 94% for gold.

•	Flotation of Marta Este and Marta Centro sulphide vein materials resulted in good deportment of the lead and zinc to the respective concentrates at potentially saleable grades.

Notes:
⁽¹⁾	Contained within the area of the Condor manifestacion de descubrimiento and the Condor cateo.
⁽²⁾	Contained within the area of the Condor cateo.

Year ended January 31, 2015	Year ended January 31, 2014	Decrease
$485,904	$1,642,510	$1,156,606

		Year ended		Year ended
		January 31,		January 31,		Increase
		2015		2014		(Decrease)
Assaying, testing and analysis	$	19,554	$	74,840	$	(55,286	)
Camp and supplies		57,102		372,685		(315,583	)
Claim maintenance		59,901		42,629		17,272
Drilling		-		425,463		(425,463	)
Engineering		148,136		22,415		125,721
Geological and geophysical		57,815		254,819		(197,004	)
Salaries and benefits		81,035		269,537		(188,502	)
Other		15,721		76,765		(61,044	)
Total expenses at Pinguino	$	439,264	$	1,539,153	$	(1,099,889	)

		Year ended		Year ended
		January 31,		January 31,		Increase
		2014		2013		(Decrease)
Assaying	$	74,840	$	178,337	$	(103,497	)
Camp and supplies		372,685		1,141,699		(769,014	)
Drilling		425,463		1,680,359		(1,254,896	)
Engineering		22,415		666,707		(644,292	)
Geological and geophysical		254,819		281,229		(26,410	)
Metallurgical		11,230		264,543		(253,313	)
Salaries and benefits		269,537		699,328		(429,791	)
Other		108,164		102,497		(5,667	)
Total expenses at Pinguino	$	1,539,153	$	5,014,699	$	(3,475,546	)


¹ Working capital is defined as the excess of current assets over current liabilities which includes the current portion of long term debt.

Member	Independent⁽¹⁾	Financially Literate⁽²⁾
Don Siemens	Yes	Yes
Richard Thibault	Yes	Yes
Stephen Hanson	Yes	Yes

Notes:

⁽¹⁾	A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment.

⁽²⁾	An individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

•	determine our compensation policy and all forms of compensation for our officers and directors;

•	review bonus and stock and incentive compensation arrangements for our other employees; and

•	administer our stock option plan.

*	Less than 1%

(1)	Based on 88,941,317 shares of common stock issued and outstanding as of May 26, 2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2)	Includes 1,000,000 stock options which may be exercised into common shares at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015.

(3)	Includes 250,000 stock options which may be exercised into common shares at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015 and 300,000 stock options which may be exercised into common shares at approximately $0.04 (CDN$0.05) per stock option until February 24, 2018.

(4)	Includes 500,000 stock options which may be exercised into common shares by a company controlled by Mr. Finkelstein of which 250,000 stock options are exercisable at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015 and 250,000 stock options are exercisable at approximately $0.90 (CDN$1.15) per stock option until August 23, 2016.

(5)	Includes 250,000 stock options which may be exercised into common shares at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015.

(6)	Includes 250,000 stock options which may be exercised into common shares at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015 and 300,000 stock options which may be exercised into common shares at approximately $0.04 (CDN$0.05) per stock option until February 24, 2018.

(7)	Includes 300,000 stock options which may be exercised into common shares at approximately $0.04 (CDN$0.05) per stock option until February 24, 2018.

(8)	Includes 250,000 stock options which may be exercised into common shares at approximately $0.24 (CDN$0.305) per stock option until October 31, 2015.

Name	Amount Owned	Percentage of Class
Austral Gold Limited	17,779,500 ⁽²⁾^{(3) (4)}	19.9%
International Finance Corp.	10,804,706 ⁽⁵⁾	12.2%

	(1)	Based on 88,941,317 common shares of our company issued and outstanding as of May 26, 2015. We have no preferred shares issued and outstanding.

	(2)	Includes 8,632,000 common shares owned by Austral Gold Limited, 448,500 common shares owned by Guanaco Mining Company Corp., a subsidiary of Austral Gold Limited, 8,632,000 common shares owned by Austral Gold Argentina S.A., a subsidiary of Austral Gold Limited, and 67,000 common shares owned by Dolphin Fund Plc, an investment fund managed by the Chairman of the Board of Austral Gold Limited.

	(3)	Excludes 4,316,000 common shares that may be issued upon the exercise of 4,316,000 share purchase warrants currently owned by Austral Gold Limited and 4,078,915 common shares that may be issued upon the exercise of 4,316,000 share purchase warrant owned by Austral Gold Argentina S.A., a subsidiary of Austral Gold Limited, none of which may be exercised if such exercise would result in Austral Gold Limited (and its subsidiary) owning or controlling 20% or more of the outstanding voting securities of our company immediately after giving effect to such exercise.

	(4)	Pursuant to an investment agreement dated July 2, 2013 with Austral Gold Limited, Austral Gold Limited is entitled to nominate one member of our board of directors, an Assistant Secretary and one member of our Technical Advisory Board. The investment agreement also entitles Austral Gold Limited (and its affiliates) to certain anti-dilution rights. In the investment agreement, Austral Gold Limited agreed that it (and its affiliates) would not initiate or support any effort to gain control of our company and that it (and its affiliates) would refrain from acquiring any more than 19.9% of the issued and outstanding shares of our company unless otherwise agreed to by us, and both Austral Gold Limited and we agreed to discuss a potential business combination. The investment agreement remains in effect until such time as Austral Gold Limited (together with its affiliates) owns less than 10% of the issued and outstanding shares of our company.

	(5)	Excludes 10,804,706 common shares that may be issued upon exercise of 10,804,706 share purchase warrants. International Finance Corporation has entered into an undertaking with our company which restricts International Finance Corporation from exercising such warrants if it will result in International Finance Corporation owning or controlling 20% or more of the outstanding voting securities of our company immediately after giving effect to such exercise. As of May 26, 2015 International Finance Corporation could exercise 8,717,240 of their share purchase warrants, provided no other common shares were issued by us.

	1.	Independent Auditor’s Report of MORGAN & COMPANY LLP, Chartered Accountants dated May 20, 2015 on the Financial Statements as at January 31, 2015

	2.	Consolidated Balance Sheets at January 31, 2015 and 2014;

	3.	Consolidated Statements of Operations for the years ended January 31, 2015, 2014, and 2013;

	4.	Consolidated Statements of Stockholders Equity (Deficit) for the years ended January 31, 2015, 2014, and 2013;

	5.	Consolidated Statements of Cash Flows for the years ended January 31, 2015, 2014, and 2013; and

	6.	Notes to the Consolidated Financial Statements.

•	determine the maximum number of shares of that series that our company is authorized to issue, determine that there is no such maximum number, or alter any such determination;
•	create an identifying name for the shares of that series, or alter any such identifying name; and
•	attach special rights or restrictions to the shares of that series, or alter any such special rights or restrictions.

	1.	Investment agreement with Austral Gold Limited dated July 2, 2013. See “Item 4.B. Business Overview - Austral Gold Limited”.

	2.	Consulting Agreement with JBD Consulting Ltd. and Jeffrey Finkelstein dated January 1, 2014. See “Item 7.B. Related Party Transactions”.

	3.	Amending Agreement with Michael Brown dated May 1, 2015. See “Item 7.B. Related Party Transactions”.

	4.	Amending Agreement with JBD Consulting Ltd. and Jeffrey Finkelstein dated May 1, 2015. See “Item 7.B. Related Party Transactions”.

	(i)	the non-resident holder, one or more persons with whom the non-resident holder did not deal with at arm’s length, or the non-resident holder together with one or more persons with whom the non-resident holder did not deal with at arm’s length, owned or had an interest in an option in respect of, not less than 25% of the issued shares of any class of our capital stock; and

	(ii)	more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Income Tax Act (Canada)), timber resource properties (as defined in the Income Tax Act (Canada)), or an option, interest or right in such property, whether or not the property exists.

	Argentinian			CDN
	Peso			Dollar
Cash and cash equivalents	182,445		$	54,997
Short-term investments	4,128,905			-
Receivables	37,385			863
Accounts payable	(170,081	)		(7,335	)
Long term debt	(246,778	)		-
Net Exposure	(3,931,876	)	$	48,525

•	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•	ethical and fair dealing with our financial institutions, suppliers, vendors, competitors, agents and employees;

•	full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

•	compliance with applicable governmental laws, rules and regulations;

•	lawful and ethical conduct when dealing with public officials and government entities;