AMENDED AND RESTATED GUARANTY

GUARANTY (the “Guaranty”), dated as of July 10, 2008, by Gregory Gold Producers, Incorporated, a Colorado corporation, and Hunter Bates Mining Corporation, a Minnesota corporation, with an address of each with an address of 900 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402 (each a “Guarantor”, and collectively with any other party executing this Guaranty, the “Guarantors”), in favor of Platinum Long Term Growth V, LLC, a Delaware limited liability company, with an office at 152 West 57 ^th Street, 54 ^th Floor, New York, NY 10019 (the “Secured Party”).

WHEREAS, the Gregory Gold Producers, a wholly owned subsidiary of Wits Basin Precious Minerals Inc. (the “Borrower”) has previously issued a Guaranty dated February 11, 2008 in favor of the Secured Party in accordance with a certain senior secured convertible note, dated as of February 11, 2008 (the “Original Note”), executed by the Borrower, and certain related agreements between the Borrower and the Secured Party (collectively, as amended, restated, or extended from time to time, the “Loan Documents”), the Secured Party has agreed to loan to the Borrower up to One Million Twenty Thousand Dollars ($1,020,000) (the “Original Loan”); and

WHEREAS, pursuant to the Loan Documents, the Guarantors, as wholly owned subsidiaries of the Borrower, are obligated to guaranty the obligations of the Borrower, and have accordingly agreed to enter into this Amended and Restated Guaranty; and

WHEREAS, the Guarantors are affiliates of the Borrower; and

WHEREAS, the Secured Party will extend another loan to the Borrower on or about the date hereof in the principal amount of One Hundred Ten Thousand Dollars ($110,000) (the referred to as the “Additional Loan”, and, together with the Original Loan, referred to as the “Loans”) which Additional Loan will be evidenced by an additional note of the Borrower (the “Additional Note” and together with the Original Note, referred to as the “Notes”);

WHEREAS, in connection with the Additional Loan, the Guarantors will amend and restate the Guaranty in favor of the Secured Party;

WHEREAS, the obligation of the Secured Party to continue to extend the Loans is conditioned, among other things, upon Guarantors executing and delivering this Guaranty; and

WHEREAS, the aforesaid Loans will be beneficial to the Guarantors inasmuch as the proceeds of the Loans to the Borrower will indirectly benefit the Guarantors;

NOW, THEREFORE, in order to induce the Secured Party to make the Loans to the Borrower pursuant to the Loan Documents, and for other good and valuable consideration, the receipt of which is hereby acknowledged by each of the Guarantors, the Guarantors hereby agree as follows:

1.             Guaranty of Payment and Performance.   The Guarantors hereby jointly and severally guarantee to the Secured Party the full and punctual payment when due (whether at maturity, by acceleration or otherwise), and the performance, of all liabilities, agreements and other obligations of the Borrower to the Secured Party, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all obligations under the Notes (collectively, the “Obligations”).  This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Obligations and not of their collectbility only and is in no way conditioned upon any requirement that the Secured Party first attempt to collect any of the Obligations from the Borrower or resort to any security or other means of obtaining their payment.  Should the Borrower default in the payment or performance of any of the Obligations, the obligations of each Guarantor hereunder shall become immediately due and payable to the Secured Party, without demand or notice of any nature, all of which are expressly waived by each Guarantor.  Payments by each Guarantor hereunder may be required by the Secured Party on any number of occasions.

2.             Guarantors’ Agreement to Pay.   Each Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to the Secured Party, on demand, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by the Secured Party in connection with enforcement of this Guaranty, together with interest on amounts recoverable under this Guaranty from the time such amounts become due under this Guaranty until payment, at the rate per annum equal to the default rate set forth in the Notes; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

3.             Unlimited Guaranty.   The liability of each Guarantor hereunder shall be unlimited.

4.             Waivers by Guarantors; Secured Party’s Freedom to Act.   Each Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party with respect thereto.  Each Guarantor waives presentment, demand, protest, notice of acceptance, notice of Obligations incurred and all other notices of any kind, all defenses which may be available to Borrower by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrower, and all suretyship defenses generally. Without limiting the generality of the foregoing, each Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agrees that the obligations of each Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the terms or p