Item 1.01 Entry into a Material Definitive Agreement.

On October 27, 2008, Wits Basin Precious Minerals Inc. (the "Registrant") received an additional $200,000 advance on that certain Convertible Promissory Note (the "Note") issued August 22, 2008 to London Mining, Plc, a United Kingdom corporation ("LM").

On August 22, 2008, the Registrant entered into a financing arrangement with LM, pursuant to which the Registrant issued to LM the Note in the principal amount of up to $1,000,000. Together with the initial $500,000 advance from LM under the Note on August 27, 2008 and a $300,000 advance on September 19, 2008, the current advance results in an outstanding principal balance of the Note of $1,000,000. The Note is convertible at the option of LM at any time into shares of Registrant's common stock at a conversion price of $0.20 per share (as appropriately adjusted for any splits, combinations or like events relating to the common stock).

The Registrant disclosed the entry into the financing and terms of the Note in a Current Report on Form 8-K filed on August 29, 2008, which is incorporated herein by reference.