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): May 20, 2008

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 1.01 Entry into a Material Definitive Agreement

On May 20, 2008, Wits Basin Precious Minerals Inc. (the “Registrant”) entered into a letter amendment extending the maturity date from May 31, 2008 to July 14, 2008 of certain convertible secured promissory notes (collectively, the “Notes”) in the aggregate principal amount of $9.8 million issued to China Gold, LLC (“China Gold”) pursuant to that certain Convertible Notes Purchase Agreement with China Gold dated April 10, 2007, as amended on June 19, 2007 and October 31, 2007 (as amended, the “CNPA”). As consideration for the extension, the Registrant agreed to (i) increase the interest rate applicable to the Notes from 8.25% to 12.25% effective as of the date of the letter amendment and (ii) reduce the purchase price applicable to certain rights of China Gold to purchase up to 9.8 million shares of the Company’s common stock (the “Purchase Rights”) from $0.25 to $0.18. The Purchase Rights are available to China Gold in the event the Notes are paid in full by the Company and to the extent the Notes are not otherwise converted by China Gold into common stock pursuant to the terms of the respective Notes. A copy of the letter amendment is filed herewith as Exhibit 10.1, and is incorporated herein by reference

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. A copy of the October 31, 2007 letter amendment was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2007, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter Amendment entered into with China Gold dated May 20, 2008.

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: May 21, 2008	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-10.1

Exhibit 10.1

Wits Basin Precious Minerals Inc.

900 IDS Center

80 South 8th Street

Minneapolis MN 55402-8773

May 20, 2008

China Gold, LLC

Attn: C. Andrew Martin

7300 College Blvd., Suite 303

Overland Park, KS 66210

Re: Extension of Maturity Dates relating to 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 (i) that certain Amendment to Convertible Notes Purchase Agreement dated June 19, 2007 and (ii) by that certain Letter Agreement dated October 31, 2007 (as amended, the “Purchase Agreement”)

Dear Andrew:

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”), this letter is to confirm the agreement of Wits Basin and China Gold to further extend the Maturity Date (as defined in each Note, respectively) applicable to each Note from May 31, 2008 to July 14, 2008.

In consideration of China Gold’s agreement to extend such Maturity Dates, Wits Basin has agreed to (i) increase the Interest Rate (as defined in each Note, respectively) applicable to each of the Notes from the date hereof from 8.25% to 12.25% 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 $0.25 to $0.18 per share.

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 900 IDS Center, 80 South 8th Street, Minneapolis Minnesota 55402-8773, Attention: Mark Dacko.

China Gold, LLC

Attn: Andrew Martin

Page 2

May 20, 2008

If you have any questions, please feel free to contact me at (678) 222-0291. Thank you.

	Sincerely,
	/s/ Stephen D. King
	Stephen D. King
	Chief Executive Officer
Agreed of the 20th day of May, 2008:
CHINA GOLD, LLC
By: Pioneer Holdings, LLC
Its: Manager
/s/ C. Andrew Martin
C. Andrew Martin, Manager