GUARANTY AGREEMENT

THIS GUARANTY (the “ Guaranty ”), made as of this 10th day of April, 2007 by the undersigned for the benefit of China Gold, LLC, a Kansas limited liability company (herein, with its participants, successors and assigns, called “ Purchaser” ).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Purchaser to extend financial accommodations to Wits Basin Precious Minerals Inc., a Minnesota corporation and parent corporation of the undersigned (herein called “ Issuer ”) pursuant to those certain Convertible Secured Promissory Notes of Issuer in favor of Purchaser, in an aggregate amount of up to $25,000,000 (the “ Notes ”), issued pursuant to that certain Convertible Notes Purchase Agreement dated of even date herewith between Issuer and Purchaser (the “ Purchase Agreement ”), the undersigned hereby guarantees and agrees as follows:

The undersigned hereby absolutely and unconditionally guarantees to Purchaser the due and punctual payment of principal, interest and liabilities when due under the Notes (and all renewals, extensions, modifications and rearrangements thereof) (the “ Indebtedness ”), whenever the Indebtedness becomes due, (whether at a stated maturity or earlier by reason of acceleration or otherwise), and the undersigned represents, warrants and agrees that:

1.    No act or thing need occur to establish the liability of the undersigned hereunder, and no act or thing, except full payment and discharge and completion of all Indebtedness, shall in any way exonerate the undersigned or modify, reduce, limit or release the liability of the undersigned hereunder. This is an absolute, unconditional and continuing guaranty of payment and fulfillment of the Indebtedness and shall continue to be in force and be binding upon the undersigned until all Indebtedness is paid in full and otherwise completed. Any adjudication of bankruptcy or death or disability or incapacity of the undersigned shall not revoke this guaranty, except upon actual receipt of written notice thereof by Purchaser and then only prospectively, as to future transactions, as herein set forth.

2.    If the undersigned shall be or become insolvent or shall initiate or have initiated against the undersigned any act, process or proceeding under the United States Bankruptcy Code or any other bankruptcy, insolvency or reorganization law or otherwise for the modification or adjustment of the rights of creditors, then the undersigned will forthwith pay to Purchaser, the full amount of all Indebtedness then outstanding, whether or not any Indebtedness is then due and payable.

3.    Until all of the Indebtedness and the obligations of the undersigned hereunder have been paid in full and otherwise completed, the undersigned shall not have and waives any right or subrogation to any of the rights of Purchaser against Issuer, any other guarantor, maker or endorser, and waives its rights to any reimbursement, contribution, recourse and indemnity therefrom; waives any right to enforce any remedy which Purchaser now has or may hereafter have against Issuer, and any other guarantor, maker or endorser; and waives any benefit of, and any other right to participate in, any collateral security for the Indebtedness or any guaranty of the Indebtedness now or hereafter held by Purchaser.

4.    If any payment received and applied by Purchaser to Indebtedness is thereafter set aside, recovered or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of Issuer or such other person), the Indebtedness to which such payment was applied shall, for the purposes of this Guaranty, be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such Indebtedness as fu