LOAN AGREEMENT

AUSTRAL GOLD LIMITED

LOAN AGREEMENT

CONTENTS

1	INTERPRETATION		1
	1.1	Definitions	1
	1.2	Construction	3

2	LOAN		4

3	PROCEDURE TO REQUEST ADVANCES		4
	3.1	Funding Notice:	4
	3.2	Conditions Precedent:	4

4	DISBURSEMENT OF FUNDS.		5

5	BUSINESS DISRUPTION EVENT		5

6	INTEREST		5
	6.1	Payment and rate	5
	6.2	Computation	5
	6.3	Capitalisation	6
	6.4	Merger	6

7	REPAYMENT AND PREPAYMENT		6
	7.1	Repayment	6
	7.2	Prepayment	6

8	TERMINATION		6

9	PAYMENTS		7
	9.1	Place, manner and time of payment	7
	9.2	Gross-up	7
	9.3	Appropriation	7

10	WARRANTIES AND REPRESENTATIONS		7
	10.1	Nature	7
	10.2	General	8

11	PROMISSORY NOTES		8

12	GENERAL OBLIGATIONS		8

13	COSTS AND EXPENSES		9
	13.1	Reimbursement of costs and expenses	9
	13.2	Payments	9

14	INDEMNITIES		9
	14.1	Nature	9
	14.2	Independence and survival	9
	14.3	Currency deficiency	9

15	GENERAL		10
	15.1	Set-off	10
	15.2	Financier’s determination and certificate	10

(ii)

15.3	Supervening legislation	10
15.4	Business days	10
15.5	Amendment	10
15.6	Waiver and exercise of rights	10
15.7	Approval and consent	11
15.8	Assignment	11
15.9	Counterparts	11
15.10	Governing law and jurisdiction	11
15.11	Notices	11

THIS AGREEMENT is made on November 5, 2015

BETWEEN	ARGENTEX MINING CORPORATION, B.C. Corporation Number C0912529, of 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (“Company”)

AND	AUSTRAL GOLD LIMITED ABN 30 075 860 472 (“Austral”).

AND	GUANACO COMPANIA MINERA SPA (“Guanaco”), a corporation formed in Chile.

IT IS AGREED

1	INTERPRETATION

1.1	Definitions

In this document:

“Argentex” means Argentex Mining Corporation, a company continued into and existing under the laws of the Province of British Columbia, Canada, with its registered office at 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. Xxxxxx X0X 0X0.

“Austral” means Austral Gold Limited ABN 30 075 860 472, a company incorporated in the State of Western Australia with its registered office at Xxxxx 000, Xxxxx 0, 00 Xxxxxxx Xxxxxx, Xxxxxx, XXX.

“Budget List” means the obligations by list contained in Annexure B.

“Business Day” means a day that is not a Saturday, Sunday, public, bank or Jewish holiday in any of Vancouver, Buenos Aires, Sydney or New York.

“Business Disruption Event” means any of the following events or circumstances occurring in respect of the Company:

(a)

an authorisation from a government body necessary to enable:

	(i)	the Company to comply with its obligations under the Loan Documents or carry on its principal business or activity; or

	(ii)	the Financier to exercise its rights under the Loan Documents,

	is withheld or ceases to be in full force and effect;

	(b)	an event or series of events whether related or not, including any material adverse change in the property or financial condition of the Company or its subsidiary SCRN Properties Limited, occurs;

	(c)	the Company ceases to carry on its business or a substantial part of its business;

	(d)	an application or order is made for the winding up or dissolution of the Company or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;

	(e)	an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Company or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within fifteen (15) Business Days;

	(f)	a controller is appointed in respect of any property of the Company and the appointment is not stayed, withdrawn or dismissed within fifteen (15) Business Days;

	(g)	a distress, attachment or execution is levied or becomes enforceable against any property of the Company and the same is not stayed, withdrawn or dismissed within fifteen (15) Business Days;

	(h)	the Company enters into or takes any action to enter into an arrangement (including a plan of arrangement) or compromise with, or assignment for the benefit of, all or any class of its creditors or shareholders or a moratorium involving any of them, other than the one entered or to be entered into with the Financier;

	(i)	anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction;

	(j)	the Company does not use the Principal which it receives from the Financier under this document for the payment of the items specified in the applicable Drawdown Notice;

“Dollars” means Canadian dollars.

“Drawdown Amount” means the amount of Principal required by the Company on the Drawdown Date and specified in a Funding Notice; “Drawdown Date” means the dates the Financier makes the advances to the Company under clause 2.

“Drawdown Notice” or “Funding Notice” means the notices given in accordance with clause 4.

“Financier” means either or both of Austral or Guanaco, as applicable, depending on which makes an advance pursuant to this Agreement.

“Guanaco” has the meaning attributed to it on the first page of this Agreement.

“Interest Rate” means the aggregate of 10% per annum or 3% per annum only in case the Transaction is not completed because the shareholders of the Company have failed or refused to approve the Transaction at a meeting of such shareholders by April 15^th, 2016.

“Loan Documents” means:

	(a)	this document;

	(b)	the Promissory Note;

	(c)	any document which the Company and the Financier agree is a Loan Document for the purposes of this document; and

(d)

any agreement or instrument created under them.

“Letter Agreement” means the letter agreement dated August 28, 2015, between the Company and the Financier as amended.

“Material Adverse Effect” means a material adverse effect on either:

	(a)	the ability of the Company to comply with its obligations under any Loan Document; or

	(b)	the effectiveness, priority or enforceability of any Loan Document.

“Outstanding Principal” means so much of the loan as made under clause 2 as remains unpaid from time to time.

“Overdue Rate” means sixteen percent (16%) per annum.

“Principal” means up to C$385,000.

“Promissory Note” means the unsecured note for the total amount of a required draw according to a Funding Notice to be issued in favour of Austral at least three Business Days prior to the date on which the drawdown is required

“Tax” means a tax (including any tax in the nature of a goods and services tax), rate, levy, impost or duty (other than a tax on the net overall income of the Financier) and any interest, penalty, fine or expense relating to any of them.

“Transaction” means the business combination between the Company and Austral by which Austral will acquire all of the issued and outstanding common shares in the capital of the Company that are not already owned by Austral, Austral Gold Argentina S.A., and Guanaco Mining Company Ltd.

“Transaction Documents” means Letter Agreement and the definitive agreement with respect to the Transaction which will, when executed, supercede and replace the Letter Agreement, and support documents to be entered into in relation thereto in respect of the Transaction. A copy of the Letter Agreement is attached hereto in Annexure A.

1.2

Construction

Unless expressed to the contrary, in this document:

	(a)	words in the singular include the plural and vice versa;

	(b)	any gender includes the other genders;

	(c)	if a word or phrase is defined its other grammatical forms have corresponding meanings; and

	(d)	a reference to:

(i)

a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; and

(ii)

a person includes the person’s legal personal representatives, successors, assigns and persons substituted by novation.

LOAN

Subject to clause 13, the Financier shall make advances for covering the items specified in the Budget List, as per the procedure set forth in clause 13, in Dollars or, if requested by the Company in a Drawdown Notice, in Argentine Pesos. The sum of all the advances shall not exceed the Principal. The Company must only use the advances for the purposes specified in the Budget List, and the Company must immediately repay to the Financier any part of a Drawdown Amount that is not used for those purposes. Both parties agree that the Company shall not be entitled to request any disbursements hereunder for any other use different than that agreed in the Budget List.

3	PROCEDURE TO REQUEST ADVANCES

The Company shall follow this procedure in order to be eligible to receive any advances from the Financier:

3.1

Funding Notice:

(a)

The Company shall send a Funding Notice to Austral by 11:00 am at least three Business Days before the date a Drawdown is required. A Funding Notice must:

	(i)	be substantially in the form of Annexure C;

	(ii)	specify the proposed Drawdown Date, which must be a Business Day;

	(iii)	specify the bank account details which it requires the Drawdown Amount to be deposited into;

	(iv)	specify the Drawdown Amount;

	(v)	specify which items in the Budget List the Drawdown Amount will be used for;

	(vi)	specify that the Promissory Note in the form of Annexure D for the amount required under the Funding Notice has been issued and that it is being delivered jointly with the Funding Notice.

(b)

A Funding Notice is irrevocable from the time of its actual receipt in legible form by Austral and the Company must borrow the Drawdown Amount in accordance with the Funding Notice.

3.2

Conditions Precedent:

As a condition precedent to the Financier’s obligation to fund a Drawdown on the Drawdown Date, the Company shall send to Austral, at least three Business Days in advance of the Drawdown Date, a notice certified by an officer of the Company and stating that:

(a)

the previous advance, if any, was in fact used for the item(s) specified in the immediately prior Funding Notice;

	(b)	the warranties and representations set out in clause 10.1 are correct and not misleading as at the notice date and that they will continue to be correct on the Drawdown Date; and

	(c)	no Business Disruption Event has occurred which has not been remedied,

	and shall attach to the notice as an exhibit a bi-weekly report in respect to the expenses and documented costs incurred.

3.3	The amount under the Funding Notice shall never exceed the relevant amount included in the Budget List and due and payable by the Company for the following month.

4	DISBURSEMENT OF FUNDS.

Subject to clause 3 by no later than 12:00 Noon (New York time) on the Drawdown Date, the Financier shall make the Drawdown Amount available to the Company. The Financier will make the advance available to the Company by depositing the advance into the bank account designated by the Company in the Funding Notice.

The Financier will make a new disbursement of fund only when the Company complies with Clause 3.2 and Clause 11.

5	BUSINESS DISRUPTION EVENT

If a Business Disruption Event occurs and is not cured within fifteen (15) Business Days of written notice of same from Austral to the Company, Austral may terminate this document effective immediately upon delivering written notice of termination to the Company.

6	INTEREST

6.1	Payment and rate

	(a)	The Company must pay interest on the Outstanding Principal, when the same becomes due and owing, at the Interest Rate.

	(b)	The Company must pay interest at the Overdue Rate on any Outstanding Principal and accrued interest which is due and owing but remains unpaid after the date it was due, until such Outstanding Principal and interest is repaid in full, and such interest must be paid on demand from the Financier.

6.2

Computation

Interest will:

	(a)	accrue from day to day;

	(b)	be computed from and including the day when the money on which interest is payable becomes owing to the Financier by the Company until but excluding the day of payment of that money; and

	(c)	be calculated on the actual number of days elapsed on the basis of a 365 day year.

6.3

Capitalisation

The Financier may capitalise, on a monthly or such other periodical basis as the Financier determines, any part of any interest which becomes due and payable and is not paid on its due date. Interest is payable in accordance with this document on capitalised interest.

6.4

Merger

If the liability of the Company to pay to the Financier any money payable under this document becomes merged in any deed, judgment, order or other thing, the Company must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under this document and that fixed by or payable under that deed, judgment, order or other thing.

7	REPAYMENT AND PREPAYMENT

7.1

Repayment

(a)

Outstanding Principal and accrued interest shall be repaid by the Company to the Financier in one balloon payment on April 15, 2016 if by that date the parties have not completed the Transaction because (i) the Company is in breach of its covenants and obligations under any Transaction Document, (ii) the Company enters into an agreement in connection with an Alternative Transaction (as defined in the Letter Agreement), or (iii) the shareholders of the Company have failed or refused to approve the Transaction at a meeting of such shareholders, provided, however, that in this last case only, notwithstanding Section 6 hereof, the interest accrued shall be calculated at a rate of three percent (3%) per annum and the loan will be repaid thirty (30) days after the date of such meeting of the Company’s shareholders. In turn, repayment of all funds outstanding under this Funding Agreement shall be forgiven if: 1) the parties have not completed the Transaction by April 15, 2016 for any reason other than (i) breach by the Company of its covenants and obligations under any Transaction Document, (ii) the Company has entered into an agreement in connection with an Alternative Transaction, or (iii) the shareholders of the Company have failed or refused to approve the Transaction at a meeting of such shareholders, or 2) Austral is advised by the TSX Venture Exchange in writing in a final determination that it will not approve the listing of the ordinary shares of Austral thereon.

7.2

Prepayment

The Company must not prepay the Outstanding Principal, interest or any part of it except with the prior written consent of Austral, which consent may be given on terms. Any money prepaid may not be re-borrowed.

8	TERMINATION

Subject to any other provisions under this document, this agreement shall terminate on April 15, 2016. Such termination will not limit, terminate, qualify or vary any of the terms and conditions of any obligation or liability of the Company that remains to be performed or discharged immediately prior to the date of such termination.

9	PAYMENTS

9.1	Place, manner and time of payment

The Company must make payments to the Financier under this document:

	(a)	at a place and in a manner reasonably required by the Financier;

	(b)	by 11.00 am local time in the place where payment is required to be made;

	(c)	in Dollars; and

	(d)	in immediately available funds and without set-off, counter claim, condition or, unless required by law, deduction or withholding.

9.2

Gross-up

If the Company is required by law to deduct or withhold Taxes from any payment it must:

	(a)	make the required deduction and withholding;

	(b)	pay the full amount deducted or withheld in accordance with the relevant law;

	(c)	deliver to the Financier an original receipt for each payment; and

	(d)	pay an additional amount with such payment so that, after all applicable deductions or withholdings, the Financier actually receives for its own benefit the full amount which would have been payable to the Financier if no deduction or withholding had been required.

9.3

Appropriation

The Financier may appropriate any payment towards the satisfaction of any money due for payment by the Company in relation to this document in any way that the Financier thinks fit and despite any purported appropriation by the Company.

10	WARRANTIES AND REPRESENTATIONS

10.1	Nature

The Company warrants and represents that:

	(a)	duly incorporated: it is duly incorporated in accordance with the laws of its place of incorporation, validly exists under those laws and has the capacity to xxx or be sued in its own name and to own its property and conduct its business as it is being conducted;

	(b)	capacity: it has capacity unconditionally to execute, deliver and comply with its obligations under the Loan Documents;

	(c)	binding obligations: each Loan Document constitutes the valid and legally binding obligations of the Company and is enforceable against the Company by the Financier in accordance with its terms;

(d)

no contravention: the unconditional execution and delivery of, and compliance with its obligations under, the Loan Documents do not contravene:

	(i)	any law or directive from a government body;

	(ii)	its constituent documents;

	(iii)	any agreement or instrument to which it is a party; or

	(iv)	any obligation of it to any other person;

	(e)	full and correct disclosure: all information given to the Financier in relation to each Loan Document is correct, complete and not misleading;

	(f)	no proceeding: except as notified to Austral in writing before the date of this document, no litigation, arbitration or administrative proceeding is current, pending or, to its knowledge, threatened, which has or the adverse determination of which would be likely to have a Material Adverse Effect;

	(g)	no trust: it does not enter into a Loan Document as trustee of any trust; and

	(h)	no Business Disruption Event: no Business Disruption Event has occurred which has not been remedied.

10.2

General

The Company acknowledges that the Financier enters into the Loan Documents in reliance on the warranties and representations. Each warranty and representation survives the execution of this document and is deemed repeated with reference to the facts and circumstances on each day that money is owing (actually or contingently) by the Company to the Financier under the Loan Documents.

11	PROMISSORY NOTES

The Company’s obligation to repay the loans is evidenced by an unsecured promissory note issued in favour of the Financer for each Drawdown Amount stated in such Drawdown Notice in the terms and conditions included in the form of Annexure D.

12	GENERAL OBLIGATIONS

The Company must give to the Financier, on demand, any information in the possession or under the control of the Company in relation to:

	(a)	any transaction contemplated by any Loan Documents; and

	(b)	the financial affairs and business operations (including its tax affairs) of the Company.

13	COSTS AND EXPENSES

13.1	Reimbursement of costs and expenses

The Company must on demand pay and if paid by the Financier reimburse to the Financier:

	(a)	the Financier’s costs and expenses (including legal costs and expenses on a full indemnity basis) in relation to the exercise or attempted exercise or the preservation of any rights of the Financier under the Loan Documents; and

	(b)	any Taxes and registration or other fees (including fines and penalties relating to the Taxes and fees) which are payable in relation to the Loan Documents or any transaction contemplated by any of them.

	provided, however, that the Financier agrees not to demand any reimbursement within the next three months, and that all cost and expenses shall be duly documented.

13.2

Payments

If the Company is required under a Loan Document to pay for or reimburse an expense or outgoing of the Financier or is required to make a payment under an indemnity in respect of an expense or outgoing of the Financier, the amount to be paid by the Company is the sum of the amount of the expense or outgoing less any input tax credit in respect of that expense or outgoing that the Financier is entitled to.

14	INDEMNITIES

14.1

Nature

The Company indemnifies the Financier on demand against any liability, loss, cost or expense (including any costs incurred by the Financier in liquidating or redeploying deposits or in terminating or reversing any hedge or swap arrangements) caused or contributed to by:

	(a)	any failure by the Company to comply with any obligation under any Loan Document; or

	(b)	the exercise or attempted exercise of any right by the Financier under any Loan Document.

14.2

Independence and survival

Each indemnity in a Loan Document is a continuing obligation, separate and independent from the other obligations of the Company and survives the termination of this document.

14.3

Currency deficiency

If there is any deficiency between:

(a)

an amount payable the Company under a Loan Document which is received by the Financier in a currency other than the currency payable under the Loan Document because of a judgment, order or otherwise; and

(b)

the amount produced by converting the payment received from the currency in which it was paid into the currency in which it was agreed to be paid either directly or through a currency other than that in which it was agreed to be paid,

the Company must pay to the Financier the deficiency and any loss, costs or expenses resulting from it.

15	GENERAL

15.1	Set-off

The Financier may set off any money due for payment by the Financier to the Company whatsoever, including any money in any currency held by the Financier for the account of the Company in any place, against any money due for payment by the Company to the Financier under a Loan Document.

15.2

Financier’s determination and certificate

A certificate by the Financier relating to a Loan Document is, in the absence of manifest error, conclusive evidence against the Company of the matters certified. The Financier is not obliged to give the reasons for its determination or opinion in relation to any matter under a Loan Document.

15.3

Supervening legislation

Any present or future legislation which operates to lessen or vary in favour of the Company any of its obligations in connection with a Loan Document or to postpone, stay, suspend or curtail any rights of the Financier under a Loan Document is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

15.4

Business days

If the day on which anything, excluding a payment, is to be done by the Company under a Loan Document is not a business day, that thing must be done on the preceding business day.

15.5

Amendment

This document may only be varied or replaced by a document executed by the parties.

15.6

Waiver and exercise of rights

	(a)	A right in favour of the Financier under a Loan Document or a breach of an obligation of the Company under a Loan Document can only be waived by an instrument properly executed by the Financier. No other act, omission or delay of the Financier will constitute a waiver binding, or estoppel against, the Financier.

	(b)	A single or partial exercise or waiver by the Financier of a right relating to a Loan Document will not prevent any other exercise of that right or the exercise of any other right.

15.7

Approval and consent

The Financier may conditionally or unconditionally give or withhold any consent to be given under a Loan Document and is not obliged to give its reasons for doing so.

15.8

Assignment

The Company must not assign or otherwise dispose of any right under this document without the written consent of the Financier. The Financier’s rights under this document are assignable.

15.9

Counterparts

This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.

15.10

Governing law and jurisdiction

This document is governed by and will be construed in accordance with the laws applicable in the Province of Ontario and the federal laws of Canada applicable therein and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of those courts having jurisdiction in the Province of Ontario.

15.11

Notices

In addition to any other lawful means, a notice, demand, certification or other communication relating to this document may be given by being personally served on a party, electronic mail or sent by courier for delivery on the second business day after it is sent and, if sent by courier, it will be deemed received two business days after posting.

(a)	The particulars for delivery of notices are initially:
	Company:
	Address:	835 – 0000 Xxxxxxxx Xxxxxx
		Xxxxxxxxx, X.X. Xxxxxx X0X 0X0
		Attention:	Xxxx Xxxxx, President
	Fax:	(000) 000-0000
	Email:	xxxx@xxxxxxxxxxxxxx.xxx
	cc:	Xxxxx Xxxxxx
	Email:	XXxxxxx@xxxxxxx.xxx
	Financier:
	Xxxxx 000, Xxxxx 0, 00 Xxxxxxx Xxxxxx
	Xxxxxx, XXX, Xxxxxxxxx
	Attention: Xxxxxx Xxxxxx
	c.c.:	Xxxx Xxxxxxxx
	Email:	xxxxxxxxx@xxxxxxxxxxx.xxx.xx

	c.c.:	Xxxxx Xxxxxxx del Xxxxxx
	Email:	x.xxxxxxx@xxx.xxx.xx

	c.c.	Xxxxx Xxxxx
	Email:	xxxxxx@xxxxxxxxxxxx.xxx

(b)	Each party may change its particulars for delivery of notices by notice to each other party.

EXECUTED as an agreement.

EXECUTED by ARGENTEX MINING	)
CORPORATION	)

/s/Xxxx Xxxxx
Xxxx Xxxxx, President		Witnessed by the Company’s Secretary

		/s/Xxxx Xxxxxxxxxxx
		Xxxx Xxxxxxxxxxx, Secretary

EXECUTED by GUANACO COMPANIA MINERA SPA
		Witnessed by the Company’s Secretary
By:	/s/Xxxxx Xxxxxxx Del Carril
	Authorized Signatory	[Name] Xxxx Xxxxxxxx

AUSTRAL GOLD LIMITED ABN 30 075 860 472 in accordance with Section 127(1) of the Corporations Xxx 0000 (Cth):

/s/Xxxxx Xxxxxxx Del Carril		/s/Stabro Kasaneva
Signature of Director		Signature of Director or Company Secretary*

		*delete whichever does not apply

Xxxxx Xxxxxxx Del Xxxxxx		Stabro Kasaneva
Name (please print)		Name (please print)

Austral Gold Limited

November 5, 2015

VIA EMAIL

Argentex Mining Corporation
000-0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0

Attention: Xxxxxxx Xxxxx, President and Chief Executive Officer

Re: Letter Agreement (the “Letter Agreement”) between Austral Gold Limited (“Austral”) and Argentex Mining Corporation (“Argentex”) dated August 28, 2015

In light of the passage of time, we believe it is in the best interest of both Austral and Argentex to extend certain dates for performance set forth in the Letter Agreement.

For ease of reference, capitalized terms used in this letter agreement (hereinafter, the “Amending Letter”) that are not defined in this Amending Letter shall have the meaning attributed to them in the Letter Agreement.

The dates to be extended, and the new dates for performance, are hereby agreed to be as follows:

1.	Employment Agreements: The date set forth in Section 1 (ii) to confirm that Argentex management will not be entitled to receive any payment or benefit due solely to the completion of the Transaction and to agree with the relevant executive officers that they will not exercise any rights to terminate their employment agreement for "good reason", which was to expire on September 30, 2015, is hereby extended to November 30, 2015.

2.	Exclusivity Period: The Exclusivity Period established in Section 3 of the Letter Agreement, which was to expire on October 31, 2015, is hereby extended to December 15, 2015.

3.	Term of the Offer: The date upon which either Party may give written notice of termination provided for in Section 8(b) of the Letter Agreement is hereby extended from October 31, 2015, to December 15, 2015.

4.	Funding Agreement: The date for repayment of advances under the Funding Agreement provided for in Section 9 of the Letter Agreement is hereby extended from February 29, 2016, to April 15, 2016.

5.	Austral Termination Fee: The date upon which Austral’s obligation to pay a termination fee to Argentex established in Section 9 of the Letter Agreement is hereby extended from February 29, 2016, to April 15, 2016.

6.	Argentex Termination Fee: The date upon which Argentex’s obligation to pay a termination fee to Austral established in Section 9 of the Letter Agreement is hereby extended from February 29, 2016, to April 15, 2016.

For clarity, the extension of the date for repayment of advances made under the Funding Agreement Parties as contemplated in Section 4 of this Amending Letter, above, does not contemplate an extension of the date upon which the Funding Agreement will be executed – the Parties intend to execute and commence performance under the Funding Agreement on or before November 5, 2015, close to the originally targeted date of October 31, 2015.

If this Amending Letter accurately reflects our understanding and agreement, please arrange for Argentex to evidence its acceptance by signing and returning the enclosed duplicate original of this Amending Letter by facsimile and courier as soon as possible, and in any event, by no later than 5:00 p.m. (Toronto time) on November 6, 2015.

Yours very truly,

AUSTRAL GOLD LIMITED ABN 30 075 860 472

By:	/s/Xxxxx Xxxxxxx Del Carril
	Authorized Signatory

The undersigned, being duly and fully authorised by the Board of Directors of Argentex Mining Corporation, and as conclusively evidenced by his signature below, hereby accepts and agrees to all of the terms of the Amending Letter as of the 5^th day of November, 2015.

ARGENTEX MINING CORPORATION

By:	/s/Xxxx Xxxxx
	Authorized Signatory

ANNEXURE B

BUDGET LIST

Funding Agreement Budget		C$
Negotiation and drafting of plan of arrangement		20,000
Preparation of information circular and related disclosures		25,000
Preparation of special meeting and corporate resolutions		5,000
Preparation of other required documentation for exchange approval		5,000
Local Legal costs		7,500
Other Legal costs		20,000
Legal Fees		82,500

Printing and mailing cost for the circular, including shareholder list		19,000
Marketing (proxy solicitation)		35,000
Filing costs		2,000
News Releases		1,000
Coordinate required meetings with shareholders		1,000
Travel Expenses		13,000
Adm Expenses		71,000

Tax impact on ATX shareholders		7,500
Due Diligence Fees/Expenses		7,500

Fairness Opinion		90,000
ATX Canada G&A (March 2016)		40,000
Argentinean G&A (Jan to Mar 2016)		79,000
Options held by ATX Directors		15,000
Other Fees		224,000

Total Budget Funding Agreement		385,000

ANNEXURE C

FUNDING NOTICE

To:	Austral Gold Limited ABN 30 075 860 472 ("Austral")

Date:

This Funding Notice is delivered pursuant to the loan agreement made between Argentex Mining Corporation ("Company"), Austral and Guanaco Compania Minera SPA (“Guanaco”) dated [•], 2015 (as amended, supplemented or restated from time to time, "Loan Agreement"). Terms used herein as defined terms shall have the respective meanings ascribed in the Loan Agreement, unless otherwise defined.

1.	Company hereby requests a Drawdown as follows:

(a)	proposed Drawdown Date:

(b)	bank account details:	See Exhibit A hereto

(c)	Drawdown Amount:

(d)	Items in Budget List the Drawdown Amount will be used for:

2.	Company hereby certifies that the following statements are true on the date hereof and will also be true on the requested Drawdown Date immediately after such Drawdown is made:

	(a)	the previous advance, if any, was in fact used for the item(s) specified in the immediately prior Funding Notice;

	(b)	the warranties and representations set out in clause 10.1 of the Loan Agreement are correct and not misleading as at the date hereof and they will continue to be correct on the Drawdown Date; and

	(c)	no Business Disruption Event has occurred which has not been remedied.

3.	Attached as Exhibit B is a complete and accurate copy of the most recently available bi- weekly report in respect to the expenses and documented costs incurred.

[Signature page follows]

EXECUTED by ARGENTEX MINING	)
CORPORATION	)

Name:

Title:

EXHIBIT A to FUNDING NOTICE

Bank account details

(Company to provide.)

EXHIBIT B to FUNDING NOTICE

Bi-weekly reports

See attached. (Company to provide.)

ANNEXURE D

PROMISSORY NOTE

C$[•]

DATE: [•]

1.	Promise to Pay

FOR VALUE RECEIVED, Argentex Mining Corporation ("Company") unconditionally promises to pay to Austral Gold Limited ABN 30 075 860 472 [or Guanaco Compania Minera SPA] ("Financier"), its successors (including any successor by reason of amalgamation) and assigns, or to its order, at its offices at Xxxxx 000, Xxxxx 0, 80 Xxxxxxx Street, Sydney, NSW, Australia (or at such other address as Financier shall notify Company), in lawful money of Canada, the amount of [write out dollar amount] (C$[•]) (the "Principal Amount") together with interest on the Principal Amount outstanding from time to time.

2.	Interest

Except as otherwise set forth in this Note, the Principal Amount outstanding at any time, and from time to time, and any overdue interest, shall bear interest at 10% per annum, both before and after demand, default, and judgment. In case the Company does not pay the Principal Amount and interest when due, interest shall thereafter accrue at a default rate of 16% per annum.

3.	Loan Agreement and Repayment

This Note is a "Promissory Note" as defined in the loan agreement made between the Company, Financier and [insert whichever of Austral or Guanaco is not making this advance] dated November 5, 2015 (as the same may be amended, supplemented or restated from time to time). The loan agreement has been executed pursuant to a Letter Agreement between Austral Gold Limited and the Company dated August 28, 2015 (the “LOI”) describing a business combination transaction (the “Transaction”) and contemplating the execution of a definitive agreement (the “Transaction Agreement”). The Principal Amount and all accrued interest shall be repaid by the Company to the Financier in one balloon payment on April 15, 2016 if by that date the parties have not completed the Transaction because (i) the Company is in breach of its covenants and obligations under the LOI or the Transaction Agreement, (ii) the Company enters into an agreement in connection with an Alternative Transaction (as defined in the LOI), or (iii) the shareholders of the Company have failed or refused to approve the Transaction, provided, however, that in this last case only and notwithstanding Section 2, above, the interest accrued shall be calculated at a rate of three percent (3%) per annum and the loan will be repaid thirty (30) days after the date of such meeting of the Company’s shareholders. In turn, repayment of all funds outstanding under this Note shall be forgiven if: 1) the parties have not completed the Transaction by April 15, 2016 for any reason other than (i) breach by the Company of its covenants and obligations under the LOI or the Transaction Agreement, (ii) the Company has entered into an agreement in connection with an Alternative Transaction, or (iii) the shareholders of the Company have failed or refused to approve the Transaction, or 2) Austral Gold Limited is advised by the TSX Venture Exchange in writing in a final determination that it will not approve the listing of the ordinary shares of Austral Gold Limited thereon.

4.	Waiver by Company

Company waives demand, presentment for payment, notice of non-payment, notice of dishonour, notice of acceleration, and notice of protest of this Note. Company also waives the benefit of any days of grace, the benefits of division and discussion and the right to assert in any action or proceeding with regard to this Note any setoffs or counterclaims which Company may have against Financier.

5.	No Waiver by Financier

Neither the extension of time for making any payment which is due and payable under this Note at any time or times, nor the failure, delay, or omission of Financier to exercise or enforce any of its rights or remedies under this Note, shall constitute a waiver by Financier of its right to enforce any such rights and remedies subsequently. The single or partial exercise of any such right or remedy shall not preclude Financier's further exercise of such right or remedy or any other right or remedy.

6.	Governing Law and Successors

This Note is made under and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario, and shall enure to the benefit of the Lender and its successors and assigns, and shall be binding on the Borrower and its successors and permitted assigns.

EXECUTED by ARGENTEX MINING	)
CORPORATION	)

Name:

Title:

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LOAN AGREEMENT

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