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): July 14, 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 1.01Entry into a Material Definitive Agreement

On July 24, 2008, Wits Basin Precious Minerals Inc. (the “Registrant”) entered into a letter amendment extending the maturity date from July 14, 2008 to September 12, 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, October 31, 2007 and May 20, 2008 (as amended, the “CNPA”). A copy of the letter amendment is filed herewith as Exhibit 10.1, and is incorporated herein by reference

As consideration for the May 20, 2008 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.

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. Copies of the October 31, 2007 and May 20, 2008 letter amendments were filed as Exhibits 10.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2007 and May 21, 2008, respectively, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Letter Amendment entered into with China Gold dated July 24, 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: July 30, 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

July 24, 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; (ii) by that certain Letter Agreement dated October 31, 2007 and (iii) by that certain Letter Agreement dated May 20, 2008.

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”); (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”) and (v) that certain Letter Agreement dated October 31, 2007, which extended the Maturity Date (as defined in each Note, respectively) applicable to each Note from May 31, 2008 to July 14, 2008, this letter is to confirm the agreement of Wits Basin and China Gold to further extend the Maturity Date applicable to each Note from July 14, 2008 to September 12, 2008.

Except with respect to the specific amendments and letter agreements 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.

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 D. Dacko.

China Gold, LLC

Attn: Andrew Martin

Page 2

July 24, 2008

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

	Sincerely,
	/s/ Mark D. Dacko
	Mark D. Dacko
	Chief Financial Officer
Agreed of the 24th day of July, 2008:
CHINA GOLD, LLC
By: Pioneer Holdings, LLC
Its: Manager
/s/ C. Andrew Martin
C. Andrew Martin, Manager