8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 31 , 2007

WITS BASIN PRECIOUS MINERALS INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota (State or Other Jurisdiction of Incorporation) 1-12401 (Commission File Number) 84-1236619 (IRS Employer Identification No.)

80 South 8^th Street, Suite 900 Minneapolis, Minnesota (Address of Principal Executive Offices)   55402-8773 (Zip Code)

612.349.5277

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On April 10, 2007, Wits Basin Precious Minerals Inc. (the “Registrant”) entered into that certain Convertible Notes Purchase Agreement, as amended on June 19, 2007 (as amended, the “CNPA”), with China Gold, LLC (“China Gold”), pursuant to which the Registrant has issued the following Convertible Notes in favor of China Gold: (i) that certain Convertible Note dated April 10, 2007 in the principal amount of $3,000,000 with a maturity date of April 10, 2012 (“Note 1”), (ii) that certain Convertible Note dated May 7, 2007 in the principal amount of $2,000,000 with a maturity date of May 7, 2012 (“Note 2”), (iii) that certain Convertible Note dated July 19, 2007 in the principal amount of $4,000,000 with a current maturity date of November 17, 2007 (“Note 3”), and (iv) that certain Convertible Note dated July 7, 2007 in the principal amount of $800,000 with a current maturity date of November 7, 2007 (“Note 4”; collectively with Note 1, Note 2 and Note 3, the “Notes”). The CNPA and the form of Note (relating to Notes 1 and 2) were filed as Exhibits 10.1 and 10.2 to Registrant’s Current Report on Form 8-K filed on April 16, 2007, and are incorporated herein by reference. Note 3 was filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on June 25, 2007, and is incorporated herein by reference. Note 4 was issued substantially in the same form as Note 3.

On October 31, 2007, Registrant entered into a letter agreement with China Gold whereby the parties amended the maturity date on each of the Notes to February 29, 2008. As additional consideration, Registrant agreed to reduce the conversion price applicable to the Notes from $1.00 to $0.50 per share and to reduce the purchase price applicable to certain purchase rights of China Gold under the Notes from $1.00 to $0.50 per share. The letter agreement further gives Registrant an option to obtain, at its sole discretion, an extension of the maturity dates of the respective Notes to May 31, 2008 in consideration for a further reduction in the conversion price applicable to the Notes and the purchase price relating to purchase rights provided under the Notes from $0.50 to $0.25 per share. A copy of the letter agreement is filed herewith as Exhibit 10.1, and is incorporated herein by reference.

Item 1.02Termination of a Material Definitive Agreement.

On November 1, 2007, the Registrant delivered to Easyknit Enterprises Holdings Limited (“Easyknit”) and Race Merger, Inc. (“Race Merger”) a notice of termination of that certain Agreement and Plan of Merger and Reorganization dated April 20, 2007, as amended by that certain Amendment #1 to Agreement and Plan of Merger and Reorganization dated May 21, 2007, by and among Easyknit, Race Merger and Registrant (the “Merger Agreement”) pursuant to Sections 7.03(e), 7.03(g) and 8.01(i) of the Merger Agreement.

Registrant’s bases for termination of the Merger Agreement include but are not limited to the occurrence of material adverse effects relating to Easyknit pursuant to the terms of the Merger Agreement, the dissatisfaction of Registrant, in its sole and absolute discretion, with its findings during due diligence relating to Easyknit and Easyknit’s breaches of covenant under the Merger Agreement.

On November 5, 2007, Registrant received a letter from Easyknit indicating Easyknit’s belief that Registrant’s termination of the Merger Agreement was wrongful and without merit, and demanding payment by Registrant of a $30,000,000 termination fee and an additional $500,000 to cover expenses of Easyknit relating to the merger. Registrant believes Easyknit’s demand is completely without merit, and intends to vigorously defend itself against such demand, while continuing to enforce its rights and remedies in the pending legal action between the parties.

The Merger Agreement and Amendment #1 to the Merger Agreement were filed as Exhibits 10.1 to Registrant’s Current Reports on Form 8-K filed on April 26, 2007 and May 25, 2007, respectively, and are incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On November 1, 2007, Registrant issued a press release relating to its termination of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exh.	Description
10.1	Letter Agreement dated October 31, 2007 by and among Registrant and China Gold, LLC
99.1	Press release dated November 1, 2007

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wits Basin Precious Minerals Inc.
Date: November 5, 2007	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-10.1

Exhibit 10.1

Wits Basin Precious Minerals, Inc.

80 South 8th Street, Suite 900

Minneapolis MN 55402

October 31, 2007

China Gold, LLC

Attn: C. Andrew Martin

7300 College Blvd., Suite 303

Overland Park, KS 66210

Re: Amendment of Notes issued pursuant to that certain Convertible Notes Purchase Agreement dated April 10, 2007 by and between Wits Basin Precious Minerals Inc. (“Wits Basin”) and China Gold, LLC (“China Gold”), as amended by that certain Amendment to Convertible Notes Purchase Agreement dated June 19, 2007 (as amended, the “Purchase Agreement”)

Dear Andrew:

This letter is to confirm our understanding that China Gold has agreed to, with respect to (i) that certain Convertible Note of Wits Basin dated April 10, 2007 issued in favor of China Gold in the principal amount of $3,000,000 (“Note 1”), (ii) that certain Convertible Note of Wits Basin dated May 7, 2007 issued in favor of China Gold in the principal amount of $2,000,000 (“Note 2”), (iii) that certain Convertible Note of Wits Basin dated July 19, 2007 issued in favor of China Gold in the principal amount of $4,000,000 (“Note 3”), and (iv) that certain Convertible Note of Wits Basin dated July 7, 2007 issued in favor of China Gold in the principal amount of $800,000 (“Note 4”; collectively with Note 1, Note 2 and Note 3, the “Notes”), amend the Maturity Date of each Note (as defined in each Note, respectively) to February 28, 2008.

In consideration of China Gold’s agreement, Wits Basin has agreed to (i) reduce the Conversion Price (as defined in each Note respectively) applicable to each Note from $1.00 to $0.50 per share and (ii) reduce the purchase price applicable to China Gold’s Purchase Right (as defined in the Purchase Agreement, Note 3 and Note 4, as applicable) to each Note from $1.00 to $0.50 per share.

Additionally, China Gold has agreed to provide Wits Basin the option, exercisable on or before February 28, 2008 at the sole discretion of Wits Basin, to further extend the Maturity Date of each of the Notes to May 31, 2008 if Wits Basin agrees to further reduce the Conversion Price of each Note and the purchase price applicable to China Gold’s Purchase Right relating to each Note from $0.50 to $0.25 per share.

All purchase rights, in their entirety (9,800,000), will reduce in price, as delineated above, on the dates listed above unless the entire principal amount and accrued interest is paid in full prior to February 28, 2008. Any partial payments prior to February 28, 2008 or May 31, 2008 will not keep the strike price from adjusting on all the purchase rights.

China Gold, LLC

Attn: Andrew Martin

Page 2

October 31, 2007

Except with respect to the specific amendments referenced herein, the terms of the Notes shall continue to be in full force and effect as set forth in the respective Notes. By execution of this letter, China Gold represents that it has not sold or otherwise transferred its rights under the Notes to any third party, and further acknowledges that it is required to obtain the prior written consent of Wits Basin to transfer such rights.

If the terms of this letter are consistent with your understanding, please execute this letter on behalf of China Gold where provided below to confirm your agreement, and return it to Wits Basin at 80 South 8th Street, Suite 900, Minneapolis Minnesota 55402, Attention: Mark Dacko.

If you have any questions, please feel free to contact me at (612) 349-5277. Thank you.

Sincerely,

/s/ Stephen D. King

Stephen D. King

Chief Executive Officer

Agreed of the 31st day of October, 2007:

CHINA GOLD, LLC

By: Pioneer Holdings, LLC

Its: Manager

/s/ C. Andrew Martin

C. Andrew Martin, Manager

EX-99.1

Wits Basin Announces Termination of Easyknit Merger;
Company to Focus on Exploiting its Present Project Portfolio

Thursday November 1, 9:19 am ET

MINNEAPOLIS—(BUSINESS WIRE)—Wits Basin Precious Minerals Inc. (OTCBB: WITM) has terminated its merger agreement with Easyknit Enterprises Holdings Limited, effective immediately, with delivery of a notice of termination to Easyknit and Race Merger, Inc. today. The Company decided to terminate the merger for, among other reasons, the existence of material adverse effects relating to Easyknit under the merger agreement; Wits Basin’s dissatisfaction in its sole and absolute discretion in the due diligence of Easyknit; and breaches of covenant by Easyknit under the merger agreement. The three parties to the proposed merger continue to be involved in litigation which is proceeding in Minnesota state court. Wits Basin intends to continue to vigorously enforce its rights and remedies in the pending action.

“With the merger behind us, we can now focus our energies on unlocking our accumulated assets’ potential,” said Wits Basin CEO Stephen D. King. “We believe we will be able to capitalize on the potential of mining properties located in South Africa, Mexico, the United States and the People's Republic of China. The management and operation of these properties was and remains independent from Easyknit and the now-terminated merger transaction.

“Progress continues to be made at our Bates-Hunter gold mine in Colorado as evidenced by the recently released encouraging assay results. We are working with our partner Journey Resources to resume full-scale mapping and exploration activities on the Vianey silver-lead-zinc property in Mexico. In South Africa, we believe we are nearing the finalization of a plan to potentially begin exploratory drilling during the first quarter of 2008 on the extensive FSC gold exploration project. We will also continue advancing our efforts on our projects presently underway in China.”

# # #

About Wits Basin Precious Minerals Inc.

We are a minerals exploration and development company holding interests in three exploration projects and currently do not claim to have any mineral reserves on any project. Our common stock trades on the Over-the-Counter Bulletin Board under the symbol "WITM." To find out more about Wits Basin Precious Minerals Inc., visit our website at www.witsbasin.com.

Forward-Looking Statements and Risk Factors

The statements included in this press release concerning predictions of economic performance and management's plans and objectives constitute forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Such statements are valid only as of today, and we disclaim any obligation to update this information. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. These risks and uncertainties include, among others, the Company's ability to obtain or maintain regulatory approvals; the Company's ability to obtain necessary financing; the outcome of the Company’s pending litigation with Easyknit; the Company's ability to complete the various mining project acquisitions in the People's Republic of China, which are subject to execution of final documentation, completion of due diligence and receipt of necessary financing; and other risks and uncertainties described in the Company's filings from time to time with the Securities and Exchange Commission (the "SEC"). The Company disclaims any obligation to update its forward-looking statements.

Wits Basin Announces Termination of Easyknit Merger Page 2

In addition, the exploration for and development of mineral deposits involves significant financial risks, which even experience and knowledge may not eliminate, regardless of the amount of careful evaluation applied to a process. While the discovery of a mineral deposit may result in substantial rewards, few properties are ultimately developed into producing mines. Moreover, we cannot make any estimates regarding probable reserves in connection with any of our projects and any estimates relating to possible reserves are subject to significant risks. Therefore, no assurance can be given that any size of reserves or grades of reserves will be realized. If a discovery is made, the mineral deposit discovered, assuming recoverable, may differ from the reserves already discovered and recovered by others in the same region of the planned areas of exploration. Further, the cost of exploration and exploitation can be extensive and there is no assurance that we will have the resources necessary or the financing available to pursue projects we currently hold interests in or to acquire interests in other mineral exploration projects that may become available. The risks we face are numerous and detailed information regarding these risks may be found in filings made by us with the Securities and Exchange Commission, including our most recent annual report on Form 10-KSB, quarterly reports on Form 10-QSB and reports on Form 8-K.

Contact:

Wits Basin Precious Minerals Inc.

Chairman Vance White, 866-214-9486

CEO Stephen King, 612-490-3419

Lighthouse Communications, 866-739-0390 or info@lhcom.bz