Item
1.01
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Entry
into a Material Definitive
Agreement
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Wits Basin Precious Minerals, Inc. - Recent Material EventOn
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.
(d)
Exhibits.
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.
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