8-K 1 v115530_8k.htm
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 8th 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))


 
 
 

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