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 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 1.01Entry into a Material Definitive Agreement

On October 29, 2008, Maanshan Global Mining Resources Limited (“Maanshan Global”), a limited liability company incorporated under the laws of the People’s Republic of China (“PRC”), entered into two amendment agreements with Mr. Lu Benzhao and Ms. Lu Tinglan (each of whom are Chinese nationals and collectively the “Sellers”),.China Global Mining Resources Limited, a British Virgin Islands corporation (“CGMR BVI”) and China Global Mining Resources Limited, a Hong Kong corporation (“CGMR HK”) setting forth certain amendments to those certain equity transfer agreements entered into on August 11, 2008 whereby Maanshan Global would purchase from the Sellers three PRC mining companies: (a) Nanjing Sudan Mining Co., Ltd. (“Sudan”), (b) Maanshan Xiaonanshan Mining Co., Ltd. (“XNS”) and (c) Mannshan Zhao Yuan Mining Co., Ltd., and their related assets (collectively, the “Equity Transfer Agreements”). Maanshan Global is a wholly owned subsidiary of CGMR BVI. CGMR BVI and CGMR HK are both wholly owned subsidiaries of Wits Basin Precious Minerals Inc. (the “Registrant”).

(a) Assignment and Amendment Agreement On The Equity Transfer Of Sudan

Pursuant to that certain Assignment and Amendment Agreement on the Equity Transfer of Sudan dated October 29, 2008, the parties agreed to amend the purchase price for the acquisition of Sudan to 160 million Chinese Renminbi, or RMB (approximately $23 million U.S. dollars based on an exchange rate on August 11, 2008, as agreed between the parties). 40 million RMB are to be paid into escrow prior to closing, with the remaining 120 million RMB payable within 90 days of closing based on available cash of the purchaser. Additionally, Maanshan Global assigned its rights under the Equity Transfer Agreement relating to Sudan to CGMR HK, which is an affiliate of Maanshan Global. Pursuant to the terms of the Equity Transfer Agreement, CGMR HK is entitled to transfer its right to another affiliate. The closing of the transaction remains subject to a number of conditions.

(b) Supplementary and Amendment Agreement On The Equity Transfer Of XNS

Pursuant to that certain Supplementary and Amendment Agreement on the Equity Transfer of XNS dated October 29, 2008, the parties agreed to amend the purchase price for the acquisition of XNS to 130 million RMB (approximately $19 million U.S. dollars based on an exchange rate on August 11, 2008, as agreed between the parties). Additionally, Maanshan Global assigned its rights under the Equity Transfer Agreement relating to XNS to CGMR HK, which is an affiliate of Maanshan Global. Pursuant to the terms of the Equity Transfer Agreement, CGMR HK is entitled to transfer its right to another affiliate. The closing of the transaction remains subject to a number of conditions, including the receipt by the sellers of an expanded mining permit.

The parties will finalize negotiations for the purchase of the Mannshan Zhao Yuan Mining Co., Ltd., after the consummation of the Sudan and XNS properties.

Copies of the Assignment and Amendment Agreement On The Equity Transfer Of Sudan and the Supplementary and Amendment Agreement On The Equity Transfer Of XNS are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The Registrant disclosed details with respect to the Equity Transfer Agreements in its Form 8-K filed on August 22, 2008, which are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On October 20, 2008, the CGMR BVI received from Shaanxi Hua Ze Nickel and Cobalt Metals Co., Ltd. (“Shaanxi Hua Ze”) approximately $1.85 million U.S. dollars in satisfaction of the terms of that certain Termination Agreement dated July 31, 2008 with Shaanxi Hua Ze, whereby CGMR BVI and Shaanxi Hua Ze agreed to terminate that certain Joint Venture Contract dated April 14, 2007 and that certain related Supplemental Agreement dated June 6, 2007 originally entered into by the parties with respect to the potential acquisition by CGMR BVI of a nickel property in China. The $1.85 million represents a partial refund of the $2 million U.S. originally provided by CGMR BVI to Shaanxi Hua Ze, as the Registrant recorded a $150,000 loss on this investment for the period ended June 30, 2008.

The Registrant disclosed details with respect to the Termination Agreement and the Settlement Agreement in its Form 8-K filed on August 22, 2008, which are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Assignment and Amendment Agreement On The Equity Transfer Of Sudan between Lu Benzhao, Lu Tinglan, Maanshan Global Mining Resources Limited, China Global Mining Resources Limited and the Registrant dated October 29, 2008
10.2	Supplementary and Amendment Agreement On The Equity Transfer Of XNS between Lu Benzhao, Lu Tinglan, Maanshan Global Mining Resources Limited, China Global Mining Resources Limited and the Registrant dated October 29, 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: November 4, 2008	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-10.1

EXHIBIT 10.1

Supplement and Amendment For Sudan

ASSIGNMENT AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF SUDAN

among

LU BENZHAO (Seller A)

and

LU TINGLAN (Seller B)

and

MAANSHAN GLOBAL MINING RESOURCES LIMITED (Assignor)

and

CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee)

and

CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (BVI)

Oct 29ô 2008

Shanghai, the People's Republic of China

Supplement and Amendment For Sudan

TABLE OF CONTENTS

ARTICLE 1. ASSIGNMENT	3
ARTICLE 2. AMENDMENT TO THE RELEVANT AGREEMENTS	3
ARTICLE 3 EFFECT	4

1

Supplement and Amendment For Sudan

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (“Agreement”) is executed on Oct 29, 2008 in Shanghai, the People’s Republic of China (“China”or“PRC”) by and between:

(1) Maanshan Global Mining Resources Ltd., a limited liability company duly incorporated and validly existing pursuant to the laws of the PRC, having its legal address at No. 6, South Hongqi Road, Maanshan Economic and Technology Development Zone (hereafter referred to as the "Assignor");

(2) China Global Mining Resources Limited, a limited liability company duly incorporated and validly existing pursuant to the laws of Hong Kong ("CGMR HK"), having its legal address at 41st Floor Bank of China Tower, 1 Garden Road Central, Hong Kong (hereafter referred to as the "Assignee");

(3) Mr. LU Benzhao, a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province and his ID number is 340505195112240018 (hereinafter referred to as the "Seller A"); and

(4) Ms. LU Tinglan, a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province, and her ID number is 340521196711112848 (hereinafter referred to as "Seller B").

(5) China Global Mining Resources Limited, a limited liability company duly incorporated and validly existing pursuant to the laws of the British Virgin Islands ("CGMR BVI"), having its legal address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

For the purpose of this Agreement, Seller A and Seller B are collectively referred to as the "Sellers"; the Assignor, Assignee, CGMR BVI and the Sellers are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Assignor and the Sellers have entered into Equity Transfer Agreements ("ETAs" and "ETA for XNS" and "ETA for Sudan" respectively) regarding the transfer of equity interest in Maanshan Xiaonanshan Mining Co., Ltd ("XNS") and in Nanjing Sudan Mining Co., Ltd. ("Sudan") dated August 11th, 2008, and;

(B) CGMR BVI and the Seller A have entered into a Consulting Agreement dated August 11th, 2008 ("Consulting Agreement", together with the ETAs as "Relevant Agreements"); and

(C) Terms used herein shall, unless defined or redefined under this Agreement, have the same meanings as defined in the Relevant Agreements.

2

Supplement and Amendment For Sudan

NOW, THEREFORE, after friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties hereby enter into this Agreement:

ARTICLE 1. Assignment

1.1 Assignment of ETA for Sudan

1.1.1 According to the Article 13.9 of the ETA for Sudan, Assignor hereby assigns the ETA for Sudan to the Assignee, including any and all the interests, obligations and liabilities under the ETA for Sudan. ("Assignment").

1.1.2 After the Assignment, Assignee replaces Assignor to be the Purchaser in the ETA for Sudan, and enjoys all the interest and bears all the obligations under ETA for Sudan. Assignor's any obligation or liability under or related to ETA for Sudan is released.

1.1.3 The Sellers are notified and agree with the Assignment and raise and will raise no objection or disagreement toward such Assignment.

ARTICLE 2. amendment to the relevant agreements

2.1 Consideration of the Transfer of Equity and Payment

2.1.1 The consideration for the transfer of equity in Sudan shall be based upon the appraisal on the value of the Equity issued by a asset appraisal firm, and shall be RMB 160 million in cash or the equivalent USD in cash ("Purchase Price for Sudan"). The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of the Aug 11, 2008.

2.1.2 RMB 40 million of the Purchase Price or equivalent USD for Sudan will be paid to the Escrow Account within China jointly appointed by the Assignee and Sellers 3 days before the Closing of the equity transfer. The rest RMB120 million of the Purchase Price for Sudan or equivalent USD shall be paid by the Assignee to the Sellers directly within 90 days after the Closing date with all efforts by the Assignee to pay. However, in any case the payment of the 120 million of the Purchase Price for Sudan is delayed, the due date of the payment can be extended to 150 days after the Closing date, and an interest rate of 8% shall be paid for the unpaid amount for the actual overdue dates by the Assignee to the Sellers together with the payment of 120 million Purchase Price. However, notwithstanding the above, the reimbursement amount as stipulated in the Article 2.3 of ETA for Sudan and the unpaid amount as of the Closing Date as stipulated in the Relevant Agreements shall be paid based on the available cash.

3

2.2 Condition Precedent to the ETA for Sudan

Supplement and Amendment For Sudan

2.2.1 Article 3.2(i) in the ETA for are no longer applicable, and the other condition precedent in the ETA for Sudan remains unchanged.

ARTICLE 3 EFFECT

3.1 This Agreement and the ETA for Sudan shall be effective right after the approval by examination and approval authority.

3.2 Except the supplement and amendment in this Agreement, the other provisions and conditions set in ETA for Sudan remains unchanged, and shall be respected and performed by the Purchaser and the Sellers.

3.3 Any conflict between this Agreement and the ETA for Sudan, this Agreement shall prevail.

4

IN WITNESS THEREOF, the Parties have caused this Agreement to be executed on the date as set forth above by their duly authorized representatives.

ASSIGNOR

Maanshan Global Mining Resources Ltd.

/s/ William B. Green

NameæWilliam B. Green

Titleæ

ASSIGNEE

China Global Resources Limited (HK)

/s/ Stephen D. King

Nameæ

TitleæCEO

Seller A

Mr. Lu Benzhao

/s/ Lu Benzhao

Seller B

Mrs. Lu Tinglan

/s/ Lu Tinglan

CGMR BVI

China Global Resources Limited (BVI)

/s/ Stephen D. King

Nameæ

TitleæCEO

5

EX-10.2

EXHIBIT 10.2

Supplement and Amendment For XNS

SUPPLEMENTARY AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF XNS

among

LU BENZHAO (Seller A)

and

LU TINGLAN (Seller B)

and

MAANSHAN GLOBAL MINING RESOURCES LIMITED (Assignor)

and

CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee)

and

CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (BVI)

Oct 29, 2008

Shanghai, the People's Republic of China

Supplement and Amendment For XNS

TABLE OF CONTENTS

ARTICLE 1. ASSIGNMENT	3
ARTICLE 2. AMENDMENT TO THE RELEVANT AGREEMENTS	3
ARTICLE 3 EFFECT	4

1

Supplement and Amendment For XNS

THIS ASSIGNMENT AND AMENDMENT AGREEMENT (“Agreement”) is executed on Oct 29, 2008 in Shanghai, the People’s Republic of China (“China”or“PRC”) by and between:

(1) Maanshan Global Mining Resources Ltd., a limited liability company duly incorporated and validly existing pursuant to the laws of the PRC, having its legal address at No. 6, South Hongqi Road, Maanshan Economic and Technology Development Zone (hereafter referred to as the "Assignor");

(2) China Global Mining Resources Limited, a limited liability company duly incorporated and validly existing pursuant to the laws of the Hong Kong ("CGMR HK"), having its legal address at 41st Floor Bank of China Tower, 1 Garden Road Central, Hong Kong (hereafter referred to as the "Assignee");

(3) Mr. Lu Benzhao, a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province and his ID number is 340505195112240018 (hereinafter referred to as the "Seller A"); and

(4) Ms. Lu Tinglan, a PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality, Anhui Province, and her ID number is 340521196711112848 (hereinafter referred to as "Seller B").

(5) China Global Mining Resources Limited, a limited liability company duly incorporated and validly existing pursuant to the laws of the British Virgin Islands ("CGMR BVI"), having its legal address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

For the purpose of this Agreement, Seller A and Seller B are collectively referred to as the "Sellers"; the Assignor, Assignee and the Sellers are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Assignor and the Sellers have entered into Equity Transfer Agreements ("ETAs" and "ETA for XNS" and "ETA for Sudan" respectively) regarding the transfer of equity interest in Maanshan Xiaonanshan Mining Co., Ltd ("XNS") and in Nanjing Sudan Mining Co., Ltd. ("Sudan") dated August 11th, 2008, and;

(B) CGMR BVI, and the Seller A have entered into a Consulting Agreement dated August 11th, 2008 ("Consulting Agreement", together with the ETAs as "Relevant Agreements"); and

(C) Terms used herein shall, unless defined or redefined under this Agreement, have the same meanings as defined in the Relevant Agreements.

2

Supplement and Amendment For XNS

NOW, THEREFORE, after friendly consultations conducted in accordance with the principles of equality and mutual benefit, the Parties hereby enter into this Agreement:

ARTICLE 1. Assignment

1.1 Assignment of ETA for XNS

1.1.1 According to the Article 13.9 of the ETA for XNS, Assignor hereby assigns the ETA for XNS to the Assignee, including any and all the interests, obligations and liabilities under the ETA for XNS. ("Assignment").

1.1.2 After the Assignment, Assignee replaces Assignor to be the Purchaser in the ETA for XNS, and enjoys all the interest and bears all the obligations under ETA for XNS. Assignor's any obligation or liability under or related to ETA for XNS is released.

1.1.3 The Sellers are notified with and agree the Assignment and raise and will raise no objection or disagreement toward such Assignment.

ARTICLE 2. amendment to the relevant agreements

2.1 Consideration of the Transfer of Equity and Payment

2.1.1 The consideration for the transfer of equity in XNS shall be based upon the appraisal on the value of the Equity issued by a asset appraisal firm, and shall be RMB 130 million in cash or the equivalent USD in cash ("Purchase Price for XNS"). The exchange rate between USD and RMB shall be the middle rate issued by the People's Bank of China on the date of the Aug 11, 2008.

2.1.2 The Purchase Price for XNS will be paid to the Sellers by the Assignee to the Escrow Account in China jointly appointed by the Assignee and Sellers 3 days prior to the Closing date. And the Purchase Price shall be released to the bank account appointed by the Sellers in writing on the Closing Date.

2.2 Condition Precedent to the ETA for XNS

2.2.1 Article 3.2(j) in the ETA for XNS are no longer applicable, and the other condition precedent in the ETA for XNS remains unchanged.

2.2.2 The right owner shown on the new Mining permit must be XNS. The new Mining permit is the one issued by authorities after approving the expansion of mining area and the mining depth to -28 meters..

3

Supplement and Amendment For XNS

ARTICLE 3 EFFECT

3.1 This Agreement and the ETA for XNS shall be effective right after the approval by examination and approval authority.

3.2 Except the supplement and amendment in this Agreement, the other provisions and conditions set in ETA for XNS remains unchanged, and shall be respected and performed by the Purchaser and the Sellers.

3.3 Any conflict between this Agreement and the ETA for XNS, this Agreement shall prevail.

4

IN WITNESS THEREOF, the Parties have caused this Agreement to be executed on the date as set forth above by their duly authorized representatives.

ASSIGNOR

Maanshan Global Mining Resources Ltd.

/s/ William B. Green

NameæWilliam B. Green

Titleæ

ASSIGNEE

China Global Resources Limited (HK)

/s/ Stephen D. King

Nameæ

TitleæCEO

Seller A

Mr. Lu Benzhao

/s/ Lu Benzhao

Seller B

Mrs. Lu Tinglan

/s/ Lu Tinglan

China Global Resources Limited (BVI)

/s/ Stephen D. King

Nameæ

TitleæCEO

5