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AMENDMENT # 1 TO AGREEMENT AND
PLAN OF MERGER AND REORGANIZATION
THIS
AMENDMENT #1 TO AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION (this “
Amendment ”)
is executed as of May 21, 2007, by and among Easyknit Enterprises
Holdings Limited, a company incorporated in Bermuda (“
Parent ”),
Race Merger, Inc., a Minnesota corporation and a wholly owned
subsidiary of Parent (“
Merger Sub ”),
and Wits Basin Precious Minerals Inc., a Minnesota corporation (the
“
Company ”).
WHEREAS,
the parties executed that certain Agreement and Plan of Merger
and Reorganization (the “
Merger Agreement ”)
on April 20, 2007; and
WHEREAS,
the parties desire to amend the Merger Agreement as set forth
herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be
legally bound hereby, Parent, Merger Sub and the Company
hereby agree as follows:
1.
Defined Terms .
Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Merger
Agreement.
2.
Conversion of Securities .
Section 2.01(a) of the Merger Agreement is amended by replacing the
second to last sentence and the remainder of Section 2.01(a) with
the following:
“For
the avoidance of doubt, the parties agree that the Merger
Consideration shall consist of 33,452,863 Parent ADSs
representing 3,345,286,315 newly issued Parent Ordinary Shares
(as may be adjusted pursuant to Section 2.02(f)) representing
46% of the Parent Ordinary Shares as of the Effective Time on
a fully-diluted basis (upon giving effect to the Merger and
the Share Issuance) and that the Merger Consideration will be
allocated among all issued and outstanding shares of capital
stock, options, warrants, convertible notes and other equity
securities of the Company outstanding at the Effective Time,
including any Company Shares that may be issued by the Company
prior to the Effective Time. Such underlying Parent Ordinary
Shares shall be in the same class and of the same ranking as
currently outstanding Parent Ordinary Shares. The
“
Exchange Ratio ”
shall equal a fraction, the numerator of which shall be
3,345,286,315 (as may be adjusted pursuant to Section 2.02(f)) and
the denominator of whi
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