Wits Basin Precious Minerals, Inc. - On August 22, 2008, Wits...

Wits Basin Precious Minerals, Inc. - Recent Material Event

Item 1.01 Entry into a Material Definitive Agreement

On August 22, 2008, Wits Basin Precious Minerals Inc. (the “Registrant”) entered into a financing arrangement with London Mining, Plc, a United Kingdom corporation (“LM”), pursuant to which the Registrant issued to LM a Convertible Promissory Note in the principal amount of $1,000,000 (the “Note”). The Note is convertible at the option of LM at any time into shares of Registrant’s common stock at a conversion price of $0.20 per share (as appropriately adjusted for any splits, combinations or like events relating to the common stock). The Registrant’s obligations under the Note are unsecured and the Note accrues interest at a rate of 8% per annum with such interest payable with the principal balance on the earlier of (i) the closing of the acquisition of Nanjing Sudan Mining Co. Ltd., Maanshan Zhaoyuan Mining Co. Ltd., Maanshan Xiaonanshan Mining Co. Ltd., and their related assets (collectively, the “PRC Properties”) or (ii) August 22, 2009. The Registrant disclosed the details of the acquisition of the PRC Properties in a Current Report on Form 8-K filed on August 22, 2008, which is incorporated by reference herein.

On August 27, 2008, the Registrant received an initial $500,000 advance under the Note. The Registrant is entitled to request a further advance of up to $500,000 under the Note (1) provided the initial advance has been fully expensed relating to the due diligence of the PRC Properties (as contemplated and permitted by a letter of intent between LM and the Registrant executed on August 18, 2008) and then (2) the Registrant’s requirement to deliver a written notice to LM for an additional advance, which LM has 10 business days to respond.

A copy of the Note is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Attached hereto as Exhibit 99.1 is a press release filed by the Registrant on August 22, 2008 with respect to the August 18, 2008 letter of intent, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description

10.1		Convertible Promissory Note of Wits Basin Precious Minerals Inc., dated as of August 22, 2008 in the principal amount of $1,000,000 issued in favor of London Mining, Plc.
99.1		Press Release dated August 22, 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.