Wits Basin Precious Minerals, Inc.
Exhibit
10.1
Wits
Basin Precious Minerals, Inc.
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October
31, 2007
China
Gold, LLC
Attn:
C.
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Re:
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Amendment
of 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 that
certain Amendment to Convertible Notes Purchase Agreement dated June
19,
2007 (as amended, the “Purchase Agreement”)
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Dear
▇▇▇▇▇▇:
This
letter is to confirm our understanding that China Gold has agreed to, 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”), and (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”), amend the Maturity Date of each Note (as
defined in each Note, respectively) to February 28, 2008.
In
consideration of China Gold’s agreement, Wits Basin has agreed to (i) reduce the
Conversion Price (as defined in each Note respectively) applicable to each
Note
from $1.00 to $0.50 per share and (ii) reduce the purchase price applicable
to
China Gold’s Purchase Right (as defined in the Purchase Agreement, Note 3 and
Note 4, as applicable) to each Note from $1.00 to $0.50 per share.
Additionally,
China Gold has agreed to provide Wits Basin the option, exercisable on or before
February 28, 2008 at the sole discretion of Wits Basin, to further extend the
Maturity Date of each of the Notes to May 31, 2008 if Wits Basin agrees to
further reduce the Conversion Price of each Note and the purchase price
applicable to China Gold’s Purchase Right relating to each Note from $0.50 to
$0.25 per share.
All
purchase rights, in their entirety (9,800,000), will reduce in price, as
delineated above, on the dates listed above unless the entire principal amount
and accrued interest is paid in full prior to February 28, 2008. Any partial
payments prior to February 28, 2008 or May 31, 2008 will not keep the strike
price from adjusting on all the purchase rights.
China
Gold, LLC
Attn:
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Page
2
October
31, 2007
Except
with respect to the specific amendments 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,
and further acknowledges that it is required to obtain the prior written consent
of Wits Basin to transfer such rights.
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 ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇.
If
you
have any questions, please feel free to contact me at (▇▇▇) ▇▇▇-▇▇▇▇. Thank
you.
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Sincerely,
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/s/
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Chief
Executive Officer
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Agreed
of
the 31st day of October, 2007:
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By:
Pioneer Holdings, LLC
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Its:
Manager
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/s/
C. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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