On December 22, 2008, Wits Basin Precious Minerals Inc. (the "Registrant") entered into Amendment No. 3 to Convertible Notes Purchase Agreement ("Amendment No. 3") with China Gold, LLC, a Kansas limited liability company ("China Gold"). Pursuant to Amendment No. 3, the parties consolidated that certain Amended and Restated Promissory Note dated November 10, 2008 in the principal amount of $9,800,000 and that certain Secured Promissory Note dated October 28, 2008 in the principal amount of $441,000, each issued by the Registrant to China Gold, into a Second Amended and Restated Promissory Note dated December 22, 2008 in the aggregate principal amount of $10,421,107.18 (the "Consolidated Note"), which reflected the outstanding principal and interest under the existing notes. Pursuant to the Consolidated Note, the Registrant received an extension on the maturity dates relating to the prior notes from December 31, 2008 to February 15, 2010. The Consolidated Note accrues interest rate is 12.25% per annum with the principal and interest due on demand at any time on or after February 15, 2010. The Amended and Restated Promissory Note and the Secured Promissory Note were filed as Exhibits 10.12 and 10.10, respectively, to Form 10-Q for the quarter ended September 30, 2008 filed with the Securities and Exchange Commission on November 14, 2008, and are incorporated herein by reference.

The parties entered into Amendment No. 3 to facilitate the terms of that certain Subscription Agreement dated November 17, 2008 by and between the Registrant and London Mining Plc ("London Mining"), which sets forth the terms of London Mining's subscription into a joint venture entity formed with the Registrant to acquire and operate (through China Global Mining Resources Limited, a Hong Kong corporation and currently a wholly owned subsidiary of the Registrant ("CGMR HK")) Nanjing Sudan Mining Co. Ltd and Maanshan Xiaonanshan Mining Co. Ltd, which are iron ore mining properties located in the People's Republic of China (the "PRC Properties"). The rights to acquire the PRC Properties are currently held in CGMR HK. The Registrant disclosed its entry into the Subscription Agreement with London Mining in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2008, which disclosure is incorporated herein by reference.

Pursuant to Amendment No. 3, the Registrant will be required to make a prepayment to China Gold under the Consolidated Note in the approximate amount of $5,600,000 contemporaneously with the closing of the Subscription Agreement and related acquisition of the PRC Properties. As required under the Subscription Agreement, and pursuant to Amendment No. 3, China Gold released its security interest in CGMR HK, and agreed to release its security interest in CGMR's rights to acquire the PRC Properties subject to the prepayment being made. Accordingly, the parties also entered into a Second Amended and Restated Pledge Agreement (the "Amended Pledge Agreement") and an Amended and Restated Security Agreement (the "Amended Security Agreement") modifying the terms of China Gold's security as necessary to facilitate the terms of the Subscription Agreement. Pursuant to the Amended Pledge Agreement, the Registrant provided China Gold a security interest in its equity in the joint venture entity with London Mining in lieu of the previously existing security interest in CGMR HK. Pursuant to the Amended Security Agreement, the Registrant granted China Gold a security interest in an unsecured promissory note for $4.8 million to be received from the joint venture entity in lieu of its security interest in the rights to acquire the PRC Properties.

As consideration for entering into Amendment No. 3, the Consolidated Note, Amended Security Agreement and Amended Pledge Agreement, the Registrant agreed to reduce the exercise price of two five-year warrants to purchase up to an aggregate of 40,082,000 shares of Registrant's common stock issued to China Gold to $0.075 per share (from $0.15 and $0.11 under the respective warrants).

Amendment No. 3, the Consolidated Note, the Amended Security Agreement and the Amended Pledge Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

(d) Exhibits.

Exhibit  Description
10.1     Amendment No. 3 to Convertible Notes Purchase
         Agreement dated December 22, 2008 by and between
         Wits Basin Precious Minerals Inc and China Gold,
         LLC.
10.2     Second Amended and Restated Promissory Note of
         Wits Basin Precious Minerals Inc dated December
         22, 2008.
10.3     Amended and Restated Security Agreement dated
         December 22, 2008 by and between Wits Basin
         Precious Minerals Inc and China Gold, LLC.
10.4     Second Amended and Restated Pledge Agreement
         dated December 22, 2008 by and between Wits Basin
         Precious Minerals Inc and China Gold, LLC.