FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIFTH AMENDMENT to Asset Purchase Agreement is dated this 9 ^th day of June, 2008, by and among Hunter Bates Mining Corporation (“ Hunter Bates ”), a Minnesota corporation and wholly-owned subsidiary of Wits Basin Precious Minerals Inc. (“ Wits Basin ”), a Minnesota corporation (as successor-in-interest to Wits Basin) (the “ Purchaser ”), Central City Consolidated, Corp. d/b/a Central City Consolidated Mining Co., a Colorado corporation, Hunter Gold Mining Inc., a Colorado corporation and George Otten, a Colorado resident (collectively, the “Sellers” and each individually, a “Seller” ), and Hunter Gold Mining Corp., a British Columbia corporation (the “Covenantor” ) (the Purchaser, Sellers and Covenantors are individually or collectively, as the case may be, a “ Party ” or “ Parties ”).

RECITALS:   The Parties entered into an Asset Purchase Agreement dated on or about September 20, 2006, for the sale and purchase of assets, real estate and real estate mining claims described in such asset purchase agreement, which was amended by that certain First Amendment to Asset Purchase Agreement dated October 31, 2006, that Second Amendment to Asset Purchase Agreement dated as of March 1, 2007, that Third Amendment to Asset Purchase Agreement dated May 31, 2007 and that Fourth Amendment to Asset Purchase Agreement dated January 14, 2008 (collectively, “ Purchase Agreement ”); and the wish to amend the Purchase Agreement on the terms and conditions hereafter set forth. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, the Parties agree that the Purchase Agreement shall be revised as follows:

1.   Section 3.2 is hereby deleted and replaced in its entirety with the following language:

Purchase Price . In the event that Purchaser elects to proceed to closing, as and for the purchase price of the Purchased Assets, Purchaser agrees to pay and Sellers agree to accept the sum of Six Million Seven Hundred Fifty Thousand Canadian Dollars ($6,750,000.00 CDN) plus Three Million Six Hundred Twenty Thousand (3,620,000) unregistered and restricted shares of the .01 par value common capital stock of Wits Basin Precious Minerals Inc., a Minnesota corporation (“ Wits Basin ”), payable as set out in Section 3.3 hereof (the “ Purchase Price ”).

2.   Section 3.3(b)(ii) subsection (iv) is hereby deleted and replaced in its entirety with the following language:

(iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares of the unregistered and restricted .01 par value common capital stock of Wits Basin.

3.   Section 3.3(b)(iv) is hereby deleted and replaced in its entirety with the following language:

Seller shall deliver to Purchaser a fully-executed Undertaking Agreement in the form of Exhibit I attached hereto and a fully-executed Shareholder Voting Agreement in the form of Exhibit J attached hereto.

4.   Sellers and Covenantor agree that the operations of the limited personal liability provisions under the Promissory Note attached hereto as Exhibit “C” shall be suspended until such time as the Sellers have delivered the certificate of an Officer of Hunter Gold Mining Corp. confirming that the covenants set forth in the Undertaking Agreement have be performed by the parties thereto.

5.   All references to Exhibits E and F are hereby deleted in their entirety.

6.   An execution copy of Exhibits C, D, I and J to the Purchase Agreement are hereby attached to this Fifth Amendment and shall replace any previous versions of such Exhibits.

7.   All references to “Central City Consolidated Mining Corp.” or “Central City Consolidated Mining Co.” or “Central City Mining Corp.” are hereby deleted in their entirety and replaced with “Central City Consolidated, Corp.”

8.   The first paragraph of the Purchase Agreement is hereby deleted and replaced in its entirety with the following language:

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of this 20th day of September, 2006, by and among Wits Basin Precious Minerals Inc., a corporation organized under the laws of the State of Minnesota (the “ Purchaser ”), Central City Consolidated Corp. d/b/a Central City Consolidated Mining Co., a corporation organized under the laws of the State of Colorado, Hunter Gold Mining Inc., a corporation organized under the laws of the state of Colorado and George Otten, a resident of Colorado, (collectively, the “ Sellers ” and each individually as a “ Seller ”), and Hunter Gold Mining Corp., a corporation organized under the laws of the Province of British Columbia, (the “ Covenantor ”).

9.   The Parties acknowledge that Hunter Gold Mining Inc., a Colorado corporation, shall hereby be included in the definition of “ Sellers ” and excluded from the definition of “ Covenantors .” All references to the term “Covenantors” shall include only Hunter Gold Mining Corp., a British Columbia corporation. All references to the plural term “Covenantors” shall be deemed singular, mutatis mutandis .

10.   Section 4.1.1 is hereby deleted in its entirety and replaced with the following language:

“Central City Consolidated Corp. and Hunter Gold Mining Inc. are corporations duly incorporated, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Central City Consolidated Corp. and Hunter Gold Mining Inc. have the requisite power to own, operate, use and/or lease the Purchased Assets, as applicable, and to conduct the operations of the Purchased Assets as presently being conducted by them and/or by the Covenantor, including any and all permits required by any public authority for such operations such as p