CONVERTIBLE NOTES PURCHASE AGREEMENT

Exhibit 10.1

Exhibit 10.1

THIS CONVERTIBLE NOTES PURCHASE AGREEMENT (“ Agreement ”) is made as of April 10, 2007, between WITS BASIN PRECIOUS MINERALS INC., a Minnesota corporation, (the “ Issuer ”), and CHINA GOLD, LLC, a Kansas limited liability company, its successors and assigns (together with its successors and assigns “ Purchaser ”). Issuer and Purchaser hereby agree as follows:

Section 1.   Definitions and Related Matters

1.1   Definitions. When used in this Agreement the following terms shall have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

“ Additional Closing ” has the meaning set forth in Section 3.11 of this Agreement.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person and, if such Person is an individual, any member of the immediate family (including parents, spouse, children and siblings) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Affiliated Group ” means any affiliated group as defined in Code §1504 that has filed a consolidated return for federal income tax purposes (or any similar group under state, local or foreign law, statute, rule or regulation) for a period during which Issuer was a member.

“ Business Day ” means any day other than a Saturday, Sunday or public holiday under the laws of the State of Kansas or other day on which banking institutions are authorized or obligated to close in Overland Park, Kansas.

“ Capital Expenditures ” means all expenditures which, in accordance with GAAP would be required to be capitalized and shown on the consolidated balance sheet of Issuer but excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed: (a) from insurance proceeds (or similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored; (b) with awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; or (c) substantially concurrently with the proceeds from the sale of similar assets.

“ Capitalized Lease ” means a lease under which the obligations of the lessee should, in accordance with GAAP, be included in determining total liabilities as shown on the liability side of a balance sheet of the lessee.

“ Change in Control ” means: (a) any sale, transfer or issuance or series of sales or issuances of Issuer’s Equity Interests by Issuer or any holder or holders thereof, or any merger, consolidation or other transaction involving Issuer, immediately after which (i) the holder or holders of Issuer’s Equity Interests immediately prior to such transaction or transactions no longer possess the voting power to elect a majority of Issuer’s board of directors (or similar governing body) or (ii) the holder or holders of Issuer’s Equity Interests immediately prior to such transaction or transactions no longer hold record and beneficial ownership of at least 50% of Issuer’s voting Equity Interests; (b) any sale of all or substantially all of Issuer’s assets on a consolidated basis; or (c) after any Closing, any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act that did not hold any of Issuer’s Equity Interests at Closing (other than the Purchaser and its Affiliates and transferees) shall acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of more than 50% of Issuer’s Equity Interests (on a fully diluted basis and taking into account any Equity Interests of Issuer having voting rights in the election of members of the board of directors (or similar governing body) under normal circumstances.

“ Closing ,” means either an Initial Closing or an Additional Closing.

“Closing Date” means, with respect to the purchase of the Initial Note, the Initial Closing Date and, with respect to the purchase of any Additional Notes, the date of the Additional Closing for such purchase.

“ Code ” means the Internal Revenue Code of 1986, as amended, modified, supplemented, or replaced from time to time, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

“ Collateral ” means all personal and real property, including a Property, with respect to which a Lien has been granted, or subsequently is granted, to or for the benefit of Purchaser pursuant to any of the Security Documents or other Investment Documents, or which otherwise secures the payment or performance of any of the Obligations, including pursuant to the Security Documents.

“ Convertible Securities ” of a Person means any securities (directly or indirectly) convertible into or exchangeable for any Equity Interest of such Person, including all warrants, options and other rights to acquire any Equity Interests of such Person.

“ Dividend ” means any distribution by a Person with respect to its ownership interests whether in cash, securities (including common and preferred equity) or other property, including distributions upon any liquidation, dissolution or winding up of such Person.

“ Environmental and Safety Requirements ” means all federal, state, local and foreign statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law, in each case concerning public health and safety, worker health and safety and pollution or protection of the environment (including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, Release, threatened Release, control or cleanup of any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation), each as amended, modified, supplemented, or replaced from time to time and as now or hereafter in effect.

“ Equity Interests ” means all of the equity or other ownership interests in a Person (including Convertible Securities and other rights containing phantom or other equity participation features).

“ ERISA ” means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended, modified, supplemented, or replaced from time to time, or any similar federal law then in force.

“ ERISA Affiliate ” means, with respect to Issuer, any trade or business (whether or not incorporated) under common control with such Person within the meaning of §414(b) or (c) of the Code (or §414(m) or (o) of the Code for purposes of provisions relating to §412 of the Code).

“ ERISA Event ” means, as to Issuer or any ERISA Affiliate: (a) a Reportable Event as defined in §4043 of ERISA and the regulations issued thereunder (other than a Reportable Event for which notice has been waived by regulation); (b) the withdrawal of Issuer, any Subsidiary thereof or any ERISA Affiliate from a Pension Plan in which it was a “substantial employer” as defined in §4001(a)(2) of ERISA or was deemed a “substantial employer” under §4062(e) of ERISA; (c) the termination of a Pension Plan, the filing of notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under §4041 of ERISA; (d) the institution of proceedings to terminate a Pension Plan by the PBGC; (e) the partial or complete withdrawal of Issuer or any ERISA Affiliate from a Multiemployer Plan, (f) the imposition of a lien on Issuer or any ERISA Affiliate pursuant to §412 of the Code or Section 302 of ERISA; (g) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan to which Issuer or any ERISA Affiliate has any liability under §4241 or §4245 of ERISA, respectively; and (h) any event or condition which results in the termination of a Multiemployer Plan, or the institution by the PBGC of proceedings to terminate a Multiemployer Plan to which Issuer or any ERISA Affiliate has any liability under §4041A of ERISA or §4042 of ERISA, respectively.

“ Federal Bankruptcy Code ” means Title 11 of the United States Code, as amended, modified, supplemented, or replaced from time to time.

“ GAAP ” means generally accepted accounting principles as promulgated by the Financial Accounting Standards Board or any other governing body or boards having jurisdiction, authority or responsibility for promulgating accounting standards, as in effect from time to time. Except as otherwise expressly stated herein, all references to GAAP shall be deemed to mean GAAP as consistently applied.

“ Governing Documents ” of a Person means such Person’s (a) certificate or articles of incorporation, formation or organization and operating agreements or bylaws, (b) any documents comparable to those described in preceding clause (a) as may be applicable pursuant to any Law, and (c) any amendment or modification to any of the foregoing.

“ Governmental Body ” means any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing.

“ Guaranty ” means any guarantee, including the Guaranty Agreement, of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended (or continued) to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to: (a) pay the Indebtedness or other liabilities of such obligor; (b) purchase an obligation owed by such obligor; (c) purchase goods and services from such obligor pursuant to a take-or-pay contract; (d) maintain the capital, working capital, solvency or general financial condition of such obligor; or (e) otherwise assure any creditor of such obligor against loss (including by way of an agreement to repurchase or reimburse), whether or not any such arrangement is listed on the balance sheet of such other Person or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. The amount of any Guaranty shall be equal to the amount of the obligation so guaranteed or otherwise supported, or, if not a fixed or determined amount, the maximum amount guaranteed or supported.

“ Guaranty Agreement ” has the meaning set forth in Section 3.3 of this Agreement.

“ Hazardous Material ” means any substance, product, waste, pollutant, material, chemical contaminant, constituent, or other material which is or becomes listed, regulated, or addressed under any Environmental and Safety Regulations. “Hazardous Materials” shall not include commercially reasonable amounts of such materials used in the ordinary course of operation of an Issuer’s property that are used and stored in accordance with all applicable Environmental and Safety Requirements.

“ Indebtedness ” means at a particular time, without duplication: (a) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money; (b) any indebtedness evidenced by any note, bond, debenture or other debt instrument; (c) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business, consistent with past practice unless the same are being contested in good faith by appropriate proceedings and with respect to which a Person has set aside adequate reserves therefore in accordance with GAAP); (d) any commitment by which a Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit); (e) any obligations for which a Person is obligated pursuant to a Guaranty; (f) any obligations under Capitalized Leases with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss; (g) any indebtedness secured by a Lien on a Person’s assets; (h) any unsatisfied obligation for Withdrawal Liability to a Multiemployer Plan; (i) all indebtedness of any partnership of which such Person is a general partner or in which such Person may incur liability as if such Person was a general partner; and (j) all indebtedness of a Person for which such Person may become liable as a fiduciary or otherwise.

“ Initial Closing Date ” has the meaning set forth in Section 2.4 of this Agreement.

“ Initial Note ” has the meaning set forth in Section 2.1 of this Agreement.

“ Intellectual Property Rights ” means all: (a) patents, patent applications, patent disclosures and inventions; (b) trademarks, service marks, trade dress, trade names, internet domain names, logos and corporate names and registrations and applications for registration thereof, together with all of the goodwill associated therewith; (c) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (d) mask works and registrations and applications for registration thereof; (e) computer software, data, data bases and documentation thereof; (f) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information); (g) other intellectual property rights; and (h) copies and tangible embodiments thereof (in whatever form or medium).

“ Investment ” as applied to any Person means: (a) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, Equity Interests and other securities of any other Person; and (b) any capital contribution by such Person to any other Person.

“ Investment Documents ” means this Agreement, the agreements and instruments evidencing the Securities and any Equity Interests for which Securities are exchanged or converted, the Security Documents, and each of the other agreements, documents and instruments expressly contemplated by this Agreement or otherwise relating to the Securities.

“ IRS ” means the United States Internal Revenue Service.

“ Issuer ” has the meaning set forth in the preamble of this Agreement.

“ Knowledge ” or “ Aware ” means and includes for Issuer (a) the actual knowledge or awareness of the Designated Persons and (b) the knowledge or awareness of the Designated Persons that a prudent business person would have obtained in the conduct of his business after making reasonable inquiry and reasonable diligence with respect to the particular matter in question. For the purposes of this definition, the term “ Designated Person ” means and includes, for Issuer, the chief executive officer and the chief financial officer of Issuer.

“ Law ” means any federal, state, local, foreign or other law, statute, ordinance, regulation, rule, regulatory or administrative guidance, order, constitution, treaty, principle of common law or other restriction of any Governmental Body.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien, charge or other restriction of any kind whatsoever (including any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against Issuer or Affiliate of Issuer, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to Issuer under a lease which is not in the nature of a conditional sale or title retention agreement.

“ Material ” means any matter that, in the aggregate with all other matters, has resulted or has a reasonable likelihood of resulting in costs, liabilities, expenses, damages or prospects of or to, or claims by or against Issuer involving $300,000.00 or more.

“ Material Adverse Effect ” means any matter or matters which would, alone or in the aggregate, have a materially adverse effect on: (a) the assets, properties, liabilities, operations, financial condition or business of Issuer taken as a whole; (b) the ability of the Issuer collectively to repay the Notes; or (c) the ability of Issuer taken as a whole to perform any of its obligations under the Securities or any of the Investment Documents. Notwithstanding the foregoing, for purposes of this Agreement, “Material Adverse Effect” shall not include any change or effect if it is a result of transaction expenses actually incurred by Issuer in connection with the transactions contemplated hereby.

“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in §4001(a)(3) of ERISA, and to which Issuer or any ERISA Affiliate makes, is making, or is obligated to make contributions on behalf of participants who are or were employed by any of them or to which such person has any current or potential liability.

“ Note Proceeds ” has the meaning set for in Section 4.4(q) of this Agreement.

“ Notes ” has the meaning set forth in Section 2.1 of this Agreement.

“ Obligations ” means all advances, debts, liabilities, obligations, covenants and duties owing, arising, due or payable from Issuer, or any Project Subsidiary of Issuer, to Purchaser of any kind or nature, existing or future, whether or not evidenced by any note, letter of credit, reimbursement agreement, or other instrument or document, arising under this Agreement or any of the other Investment Documents and whether direct or indirect (including those acquired by assignment), absolute or contingent, primary or secondary, due or to become due, existing on or after any Closing Date and however acquired, and all amendments, renewals, restatements, replacements, consolidations or other modifications of the foregoing from time to time. The term includes all principal, interest, fees, expenses and any other sums chargeable to Issuer under any of the Investment Documents.

“ Officer’s Certificate ” means a certificate signed by the chief executive officer of Issuer (or any of them) on behalf of Issuer, stating that: (a) the officer signing such certificate has made or has caused to be made such investigations as are necessary in order to permit him to verify the accuracy of the information set forth in such certificate; and (b) such certificate does not misstate any material fact and does not omit to state any fact necessary to make the certificate not misleading.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

“ Pension Plan ” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in §4001(a)(3) of ERISA), and to which Issuer or any ERISA Affiliate may have liability, including any liability by reason of having been a substantial employer within the meaning of §4063 of ERISA at any time during the preceding 5 years, or by reason of being deemed to be a contributing sponsor under §4069 of ERISA.

“ Permitted Acquisitions ” means any acquisition by Issuer or any Subsidiary of Issuer of any Person or the assets of any Person if (1) the Person will convey a Property in the transaction, (2) at least 10 days prior to the date of consummation of such acquisition the Issuer provides the Purchaser with a Proceeds Notice, (3) in the event of a merger or consolidation the Issuer or a Subsidiary of the Issuer is the surviving entity, and (4) the acquisition would not otherwise result in an Event of Default under this Agreement.

“ Permitted Business Combination ” means a merger of Issuer into Easyknit Holdings Enterprises Holdings Limited, a Bermuda incorporated company and listed on the Stock Exchange of Hong Kong Limited.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a Governmental Body.

“ Pioneer ” means Pioneer Holdings, LLC, a Kansas limited liability company.

“ Plan ” shall mean as required by the context at any time, an employee benefit plan, as defined in §3(3) of ERISA, which Issuer or any ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“ Potential Event of Default ” means any event or occurrence that, with the passage of time or the giving of notice or both, would constitute an Event of Default.

“ Prime Rate ” means the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time. If The Wall Street Journal ceases to publish the “prime rate”, then Purchaser, in its sole discretion, shall select an equivalent publication that publishes such “prime rate”; and if such “prime rate” is no longer generally published, then Purchaser shall select a comparable interest rate index. In either case, such selection shall be made by Purchaser in its discretion.

“ Proceeds Notice ” has the meaning set forth in Section 4.4(q) of this Agreement.

“ Project Subsidiary ” has the meaning set forth in Section 4.4(q) of this Agreement.

“ Prohibited Transaction ” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

“ Property ” has the meaning set forth in Section 4.4(q) of this Agreement.

“ Purchaser ” has the meaning set forth in the preamble of this Agreement.

“ Qualified Plan ” means an employee pension benefit plan, as defined in §3(2) of ERISA, which is intended to be tax-qualified under §401(a) or §403(a) of the Code, and which an Issuer or any ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them.

“ Release ” has the meaning set forth in CERCLA.

“ Reportable Event ” means any of the events listed in §4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA.

“ Restricted Securities ” means the Securities issued hereunder and any securities issued with respect to the Securities by way of a Dividend or split or in connection with a combination of Equity Interests, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered, under the Securities Act and disposed of in accordance with the registration statement covering them, (b) become eligible for sale pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act, (c) become eligible to be sold to the public through a broker, dealer or market maker in any 90-day period pursuant to Rule 144 of the Securities Act without volume restrictions limiting the sale of such Securities (or any successor provision then in effect) under the Securities Act, or (d) been otherwise transferred and new certificates for them not bearing any legend regarding the Securities Act have been delivered pursuant to the Issuer’ Governing Documents. Whenever any particular securities cease to be Restricted Securities, the holder thereof (except for clause (c) above whereby the holder must be the transferee) shall be entitled to receive from the Issuer, without expense, new securities of like tenor not bearing a Securities Act legend.

“ Securities ” has the meaning set forth in Section 2.1 of this Agreement.

“ Securities Act ” means the Securities Act of 1933, as amended, modified, supplemented, or replaced from time to time, or any similar federal law then in force.

“ Securities and Exchange Commission ” means the Securities and Exchange Commission and any Governmental Body succeeding to the functions thereof.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, modified, supplemented, or replaced from time to time, or any similar federal law then in force.

“ Security Agreement ” means the Security Agreement executed by Issuer or any Subsidiary of Issuer in favor of Purchaser dated on or about the date of any Additional Closing, together with any amendments, restatements, replacements, consolidations or other modifications thereof from time to time.

“ Security Documents ” means the Security Agreement, the Guaranty Agreement, the Stock Pledge Agreement, and every other security agreement, document, financing statement and instrument necessary to grant a valid and perfected security interest in the Collateral from time to time.

“ Stock Pledge Agreement ” has the meaning set forth in Section 3.4 of this Agreement.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control (or have the power to be or control) a managing director, manager or general partner of such limited liability company, partnership, association or other business entity.

“ Tax ” means any federal, state, county, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, capital stock, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not.

“ Tax Return ” means any return, information report or filing with respect to Taxes, including any schedules attached thereto and including any amendment thereof.

“ Title IV Plan ” means a Pension Plan that is covered by Title IV of ERISA.

“ Uniform Commercial Code ” means the Uniform Commercial Code as in effect in the State of Kansas or such other state as is applicable to the parties to this Agreement or the Collateral from time to time, as the same may be amended, modified, supplemented, or replaced from time to time.

“ Withdrawal Liability ” means, at any time, the aggregate amount of the liabilities, if any, pursuant to §4201 of ERISA, and any increase in contributions pursuant to §4243 of ERISA with respect to all Multiemployer Plans.

1.2   Accounting Principles . The classification, character and amount of all assets, liabilities, capital accounts and reserves and of all items of income and expense to be determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made in accordance with GAAP.

1.3   Other Interpretive Matters . In each of the Investment Documents, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by such Investment Document, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement and the Schedules and Exhibits and the Appendices hereto), document or instrument means such agreement, document or instrument as amended, modified, supplemented, or replaced from time to time in accordance with the terms thereof and, if applicable, the terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (e) reference to any applicable law, statute, rule or regulation means such applicable law, statute, rule or regulation as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of any applicable law, statute, rule or regulation shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (f) reference to any Article, Section, Schedule, Exhibit or Appendix means such Article or Section hereof or such Schedule, Exhibit or Appendix hereto; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; (h) the terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without being limited to”; (i) the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”; (j) relative to the determining of any period of time, “from” means “from and including” and “to” and “through” mean “to and including”; (k) “or”, “either” and “any” are not exclusive; and (l) references to any Subsidiary of a Person shall be given effect only at such times as such Person has one or more Subsidiaries. An Event of Default shall “continue” or be “continuing” until such Event of Default has been fully cured or waived in writing by the Purchaser.

Section 2.   Authorization, Issuance and Closing .

2.1   Authorization of the Notes . Issuer shall authorize the issuance and sale to the Purchaser of an initial 8.25% Secured Convertible Note in the principal amount of $3,000,000.00 (the “ Initial Note ”) and within 12 months from the Initial Closing Date may authorize the issuance and sale to the Purchaser of one or more additional 8.25% Secured Convertible Notes in a minimum aggregate principal amount of $9,000,000 and a maximum aggregate principal amount of $22,000,000.00, with each such 8.25% Secured Convertible Note containing the terms and conditions and in the form set forth in Exhibit A attached hereto and with all such 8.25% Secured Convertible Notes, including the Initial Note, not to exceed a total aggregate principal amount of $25,000,000.00 (each a “ Note ” and collectively, together with any notes issued by any Person with respect to the purchase of Securities, the “ Notes ”). The Notes authorized for sale to Purchaser other than the Initial Note are collectively the “ Additional Notes ”. The Notes are sometimes referred to herein as the “ Securities .”

2.2   Purchase and Sale of the Initial Note at the Initial Closing . At the Initial Closing specified in Section 2.4 , Issuer shall issue and sell to Purchaser and, subject to the terms and conditions set forth in this Agreement, Purchaser shall purchase from the Issuer the Initial Note at a price equal to $3,000,000.00.

2.3   Purchase and Sales of the Additional Notes . Within 12 months of the Initial Closing Date, Issuer shall direct, by written notice, that Purchaser purchase one or more Additional Notes in an aggregate principal amount not to exceed $9,000,000 authorized in accordance with Section 2.1. Within 5 days of its receipt of such notice, and, subject to the terms and conditions set forth in this Agreement, Purchaser shall purchase from the Issuer one or more Additional Notes in an aggregate principal amount not to exceed $9,000,000 at a purchase price equal to the principal amount of the Additional Note or Additional Notes being purchased by wire transfer of immediately available funds against delivery of the Additional Notes or Additional Notes. From time to time but within 12 months of the Initial Closing, at Issuer’s request by written notice to Purchaser that Purchaser purchase one or more Additional Notes in an aggregate amount of up to an additional $13,000,000, Purchaser may purchase, at its discretion, Additional Notes in an aggregate amount of up to an additional $13,000,000.

2.4   The Initial Closing . The closing of the purchase and sale of the Initial Note (the “ Initial   Closing ”) shall take place at the offices of Polsinelli Shalton Flanigan Suelthaus PC in Overland Park, Kansas at 10:00 a.m. Central Standard Time on April 10, 2007 or at such other place or on such other date as may be mutually agreeable to Issuer and Purchaser (the “ Initial   Closing Date ”). At the Initial Closing, (a) Issuer shall deliver to Purchaser instruments evidencing the Initial Note, issued in the name of Purchaser or its nominee, and (b) Purchaser will pay the purchase price thereof by wire transfer of immediately available funds to an account specified by Issuer in the aggregate amount of $3,000,000.00.

Section 3.   Conditions of Purchaser’s Obligation at the Initial Closing . The obligation of Purchaser to purchase and pay for the Initial Note at the Initial Closing is subject to the fulfillment as of the Initial Closing Date of the following conditions to Purchaser’s satisfaction in its sole discretion:

3.1   Representations, Warranties and Covenants; No Event of Default . The representations and warranties contained in Section 6 of this Agreement shall be true, complete and correct at and as of the Initial Closing Date (both immediately prior to and immediately after giving effect to the transactions contemplated by the Investment Documents) as though then made and Issuer shall have performed all of the covenants required to be performed by it under the Investment Documents that are to be complied with or performed by Issuer on or prior to the Initial Closing Date (unless that same shall have been waived by Purchaser), and there shall not exist any Event of Default or Potential Event of Default.

3.2   Governing Documents . The Governing Documents (and all amendments thereto) of Issuer shall be in form and substance satisfactory to Purchaser and shall be in full force and effect as of the Initial Closing Date, the receipt and sufficiency of which are hereby acknowledged by Purchaser.

3.3   Guaranty and Security Agreement . Wits-China Acquisition Corp. (“ Wits-China ”) has duly authorized, executed and delivered a guaranty agreement in the form attached hereto as Exhibit B (the “ Guaranty Agreement ”), and the Guaranty Agreement shall be in full force and effect as of the Initial Closing Date.

3.4   Stock Pledge Agreement . Issuer has duly authorized, executed and delivered the Stock Pledge Agreement, in the form attached hereto as Exhibit C (the “ Stock Pledge Agreement ”), and the Stock Pledge Agreement shall be in full force and effect as of the Initial Closing Date

3.5   Securities Law Compliance . Issuer shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws.

3.6   Closing Fees and Expenses . Issuer shall have: (a) paid to Pioneer a fee in the amount of $60,000; and (b) reimbursed Purchaser for the fees and expenses as provided in Section 8.1 of this Agreement.

3.7   Opinion of Issuer’ Counsel . Purchaser shall have received from Maslon Edelman Borman & Brand, LLP, counsel for Issuer, an opinion with respect to the matters set forth in Exhibit D attached hereto, which shall be addressed to Purchaser, dated the date of the Initial Closing Date.

3.8   Closing Documents . Issuer shall have delivered to Purchaser all of the following documents:

(a)   the Initial Note in the principal amount of $3,000,000.00 duly authorized, executed and delivered by the Issuer;

(b)   an Officer’s Certificate of Issuer in the form of Exhibit E attached hereto dated as of the Initial Closing Date;

(c)   certified copies of the resolutions duly adopted by the board of directors of Issuer, authorizing the execution, delivery and performance of each of the Investment Documents to which it is a party, the issuance and sale of the Initial Note and the consummation of all other transactions contemplated by the Investment Documents;

(d)   certificates of the secretaries of Issuer in the form of Exhibit F attached hereto dated as of the Initial Closing Date;

(e)   copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions under the Investment Documents (including all blue sky law filings and waivers of all preemptive rights, rights of first refusal and all other similar rights); and

(f)   a solvency certificate executed by the chief executive officer and chief financial officer of Issuer in the form of Exhibit G attached hereto dated as of the Initial Closing Date.

3.9   Other Items . Such other agreements, documents, certificates, verifications, and assurances as Purchaser may request in connection with the transactions described in or contemplated by the Investment Documents.

3.10   Waiver . Any condition specified in this Section may only be waived in writing by Purchaser.

3.11   Additional Conditions of Purchase Obligations after the Initial Closing . Any obligation of the Purchaser to purchase from the Issuer any Additional Notes within 12 months after the Initial Closing Date pursuant to Section 2.3 of this Agreement shall be further subject to the fulfillment as of the date of such purchase (each an “ Additional Closing” ) of the following conditions to the Purchaser’s satisfaction in its sole discretion:

(a)   The representations and warranties of the Issuer contained in the Investment Documents (including those contained in Section 6 of this Agreement) shall be true and correct as though made on and as of the date of such purchase;

(b)   No Event of Default or Potential Event of Default exists, nor would any Event of Default or Potential Event of Default result from such purchase;

(c)   The Issuer shall pay Pioneer a fee equal to 2% of the Additional Notes being purchased, payable at the Additional Closing for such Additional Notes;

(d)   Purchaser shall receive Security Documents, in a form and substance satisfactory to Purchaser and Issuer, granting Purchaser in all of the assets acquired from the use of proceeds from the sale of the Additional Notes;

(e)   A certified copy of Issuer’s articles of incorporation, as in effect at the Initial Closing and a certificate of good standing, dated not more than 15 days prior to the date of the Initial Closing, of Issuer issued by its jurisdiction of incorporation and from each jurisdiction in which it is qualified to conduct business;

(f)   Issuer shall have reserved for issuance such number of authorized and unissued shares of Issuer common stock to permit the conversion of the Additional Note or Additional Notes being then purchased and the Initial Note; and

(g)   The foregoing notwithstanding, Purchaser shall have no obligation to Purchase any Additional Note if such purchase, coupled with its purchase of the Initial Note and all other Additional Notes, would cause Purchaser to beneficially own, or an “as converted” basis, more than 9.99% of the total then outstanding shares of common stock of Issuer.

Section 4.   Covenants .

4.1   Financial Statements and Other Information . So long as any of the Notes or any notes issued in exchange for any Securities remain outstanding and prior to the indefeasible payment in full of all amounts due and owing thereunder, the Issuer shall deliver to Purchaser, subject to the confidentiality provisions set forth in Section 8.23 :

(a)   Annual Financial Statements . Upon request of Purchaser, for fiscal years ending December 31, 2007 and thereafter, (i) a copy of the annual financial statements of Issuer for such fiscal year containing, on a consolidated and consolidating basis, balance sheets and statements of income, retained earnings, and cash flow at the end of such fiscal year and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and audited by independent certified public accountants of recognized standing acceptable to Purchaser, certified to the effect that such financial information has been prepared in accordance with GAAP and containing no material qualifications or limitations on scope; and (ii) a copy of the annual financial statements of Issuer for such fiscal year containing, on a consolidated and consolidating basis, balance sheets and statements of income, retained earnings, and cash flow as at the end of such fiscal year and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and certified by the chief executive officer, chief financial officer or president of Issuer to have been prepared in accordance with GAAP;

(b)   Quarterly Financial Statements . Upon request of Purchaser, for the fiscal quarter ending June 30, 2007 and thereafter, a copy of the quarterly financial statements of Issuer for such fiscal quarter containing, on a consolidated and consolidating basis, balance sheets and statements of income, retained earnings, and cash flow at the end of such fiscal quarter and for the 3-month period then ended;

(c)   Notice of Litigation . Promptly after receipt of service of process and in any event within 10 Business Days after receipt of service of process, notice of all actions, suits, and proceedings before any governmental authority or arbitrator affecting Issuer which, if determined adversely to Issuer, has had or could reasonably be expected to have a Material Adverse Effect;

(d)   Notice of Default . As soon as possible (but in any event within 10 Business Days) after (i) the discovery or receipt of notice of any Event of Default or Potential Event of Default, (ii) any default under any Investment Document, (iii) notice of any material investigation, notice, proceeding or adverse determination from any governmental or regulatory authority or agency, or (iv) immediately (notwithstanding the reference to 10 days stated above) after the receipt of notice (or written) of the acceleration of any Material Indebtedness, an Officer’s Certificate specifying the nature and period of existence thereof and what actions Issuer has taken and proposes to take with respect thereto;

(e)   ERISA Reports . As soon as possible and in any event within 5 days after Issuer knows or has reason to know that any ERISA Event or Prohibited Transaction has occurred with respect to any Pension Plan or that the PBGC or Issuer has instituted or will institute proceedings under Title IV of ERISA to terminate any Pension Plan, a certificate of the chief financial officer of Issuer setting forth the details as to such ERISA Event or Prohibited Transaction or Pension Plan termination and the action that Issuer proposes to take with respect thereto;

(f)   Notice of Material Adverse Change . As soon as possible and in any event within 10 Business Days after the occurrence thereof, written notice of (i) any matter that has had a Material Adverse Effect, or (ii) any condition or event that has resulted in any material liability under any Environmental and Safety Requirements;

(g)   General Information . Promptly, such other information concerning Issuer as Purchaser may from time to time reasonably request;

(h)   Insurance Reports . As soon as possible (but in any event within 10 days) after becoming Aware of any cancellation or Material change in any insurance maintained by Issuer, written notice thereof which describes the same and the intended course of action of Issuer with respect thereto; and

(i)   Acceleration of Indebtedness . Promptly upon notice (oral or written) of the acceleration of any Material Indebtedness.

4.2   Attendance at Board Meetings; Board Seat; Management Fees . So long as any of the Securities or notes issued in exchange for any Securities remain outstanding and prior to the indefeasible payment in full of all amounts due and owing thereunder, Issuer shall give Purchaser written notice of each meeting, whether in person, telephonic, or by video transmission, of its board of directors and each committee thereof at the same time notice is delivered to each such director or committee member in accordance with Issuer’s respective Governing Documents, and Issuer shall permit at least one representative of Purchaser to attend as observers all meetings of its board of directors and all committees thereof. In the case of telephonic meetings conducted in accordance with Issuer’s Governing Documents Purchaser’s representatives shall be given the opportunity to listen to such telephonic meetings. Purchaser shall be entitled to receive all written materials and other information (including copies of meeting minutes) given to directors in connection with such meetings at the same times such materials and information are given to the directors. If an Issuer proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, Issuer shall give written notice thereof to Purchaser as soon as reasonably possible describing in reasonable detail the nature and substance of such action. Issuer shall pay the reasonable out-of-pocket expenses of the representative of Purchaser incurred in connection with attending all such meetings.

4.3   Affirmative Covenants . So long as any of the Notes or any notes issued in exchange for any Securities remain outstanding and prior to the indefeasible payment in full of all amounts due and owing thereunder, Issuer shall comply with each of the following covenants:

(a)   Maintenance of Existence; Conduct of Business . Issuer shall preserve and maintain its existence and all of its leases, privileges, licenses, permits, franchises, qualifications, and rights that are materially necessary or desirable in the ordinary conduct of its business. Issuer will conduct its business in an orderly and efficient manner in accordance with good business practices. Without limitation, Issuer shall not make any material change in its credit collection policies if such change would materially impair the collectibility of any material account owing to Issuer, nor will it rescind, cancel or modify any material account owing to Issuer except in the ordinary course of business;

(b)   Maintenance of Properties and Intellectual Property Rights . Issuer shall (i) maintain, keep, and preserve all of its properties (real, personal, tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, and (ii) possess and maintain all Material Intellectual Property Rights necessary to the conduct of its businesses and own all right, title and interest in and to, or have a valid license for, all such Intellectual Property Rights;

(c)   Taxes and Claims . Issuer shall pay or discharge at or before maturity or before becoming delinquent (i) all taxes, levies, assessments, and governmental charges imposed on it or its income or profits or any of its property, and (ii) all lawful claims for labor, material, and supplies, which, if unpaid, might become a Lien upon any of its property; provided , however , that Issuer shall not be required to pay or discharge any tax, levy, assessment, or governmental charge which is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves have been established;

(d)   Insurance . Issuer shall maintain insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is usually carried by corporations engaged in similar businesses and owning similar properties in the same general areas in which Issuer operates, provided that in any event Issuer shall maintain workmen’s compensation insurance, property insurance, hazard insurance, and comprehensive general liability insurance, satisfactory to Purchaser. Each insurance policy covering Collateral shall, if reasonably practicable, name Purchaser as loss payee and shall provide that such policy will not be cancelled or reduced without 30 days prior written notice to Purchaser. In the event of failure by Issuer to provide and maintain insurance as herein provided, Purchaser may, at its option, provide such insurance and charge the amount thereof to Issuer. Issuer shall furnish Purchaser with certificates of insurance and policies evidencing compliance with the foregoing insurance provision;

(e)   Inspection Rights . At any reasonable time and from time to time, Issuer shall permit representatives of Purchaser to examine the Collateral and conduct Collateral audits, to examine, copy, and make extracts from its books and records, to visit and inspect its properties, and to discuss its business, operations, and financial condition with its officers, employees, and independent certified public accountants;

(f)   Keeping Books and Records . Issuer shall maintain proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities;

(g)   Compliance with Laws . Issuer shall, and shall cause each Subsidiary thereof to, comply in all material respects with all applicable laws, rules, regulations, orders, and decrees of any governmental authority or arbitrator, the failure to comply with which could reasonably be expected to have a Material Adverse Effect;

(h)   Compliance with Agreements . Issuer shall (i) comply in all material respects with all agreements, contracts, and instruments binding on it or affecting its properties or business where the failure to comply could reasonably be expected to have a Material Adverse Effect, and perform and (ii) observe all of its obligations: (A) to each holder of the Notes and any other notes issued in exchange for any Securities and all of its obligations to each holder of any Equity Interest for which Securities are converted or exchanged set forth in the Investment Documents and the Governing Documents with respect to which any such Equity Interest was issued; and (B) under each of the Investment Documents;

(i)   Use of Proceeds . Issuer shall not use any proceeds from the sale of the Securities hereunder, directly or indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning of Regulation U promulgated by the Board of Governors of the Federal Reserve Board or for the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or in part by collateral that includes any “margin securities.”

(j)   Authorization to File Financing Statements; Further Assurances; Additional Subsidiaries .

(i)   Issuer, with respect to any Collateral in which it has an interest, hereby irrevocably authorizes Purchaser at any time and from time to time to file in any jurisdiction any initial financing statements and amendments thereto that (A) indicate the Collateral as the collateral covered thereby, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the applicable jurisdiction, and (B) contain any other information required by Part 5 of Article 9 of the applicable Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (I) whether Issuer is an organization, the type of organization and any organization identification number issued to Issuer and, (II) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Issuer agrees to furnish any such information to Purchaser promptly upon request. Issuer also ratifies its authorization for Purchaser to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date of this Agreement to the extent such financing statements are consistent with this Agreement; and

(ii)   Issuer shall execute and deliver such further agreements and instruments and take such further action as may be reasonably requested by Purchaser to carry out the provisions and purposes of this Agreement and the other Investment Documents and to create, preserve, and perfect the Liens of Purchaser in the Collateral, and (ii) with respect to any new Project Subsidiary of Issuer established with the consent of Purchaser after the Closing Date, the Issuer shall promptly cause such new Project Subsidiary: (A) to become a party to this Agreement; (B) to deliver to the Purchaser the same documents required to be delivered by the Issuer pursuant to Section 3 for such new Project Subsidiary; and (C) to take such other actions and execute and deliver such other agreements and instruments as the Purchaser may determine are reasonably necessary or appropriate;

(k)   ERISA . Issuer shall comply with all minimum funding requirements, and all other material requirements, of ERISA, if applicable, so as not to give rise to any liability thereunder;

4.4   Negative Covenants . So long as any of the Notes or any notes issued in exchange for any Securities remain outstanding and prior to the indefeasible payment in full of all amounts due and owing thereunder, the Issuer shall not do any of the following, without the prior written consent of Purchaser, except with respect to the Permitted Business Combination:

(a)   Additional Indebtedness . Create, incur, assume or suffer to exist any Indebtedness or any Liens on any Property that will have a priority or pari passu in right of payment or security interest of Purchaser in such Property;

(b)   Merger or Consolidation . Other than in connection with a Permitted Business Combination or a Permitted Acquisition, become a party to a merger or consolidation which would constitute a Change of Control, or wind-up, dissolve, or liquidate;

(c)   Dividends or Distributions . Declare or pay any Dividends or make any other payment or distribution (in cash, property, or obligations) on account of its Equity Interests, or redeem, purchase, retire, or otherwise acquire any Equity Interests, or permit any of its Subsidiaries to purchase or otherwise acquire any Equity Interest of Issuer, or set apart any money for a sinking or other analogous fund for any Dividend or other distribution on its Equity Interests or for any redemption, purchase, retirement, or other acquisition of any of its Equity Interests without Purchaser’s prior written consent;

(d)   Affiliated Transactions . Except as set forth on Schedule 4.4, enter into any transaction, including the purchase, sale, or exchange of property or the rendering of any service, with any Affiliate of Issuer, except in the ordinary course of and pursuant to the reasonable requirements of Issuer’s business and upon fair and reasonable terms no less favorable to Issuer than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of Issuer;

(e)   Transfer of Assets . Neither Issuer nor any Project Subsidiaries or Guarantors thereof shall sell, exchange or permanently dispose of any of its Intellectual Property Rights or sell, lease or otherwise transfer all or any part of any Property other than (1) the sale of inventory in the ordinary course of such Person’s business, consistent with past practice, (2) transfers of assets in the ordinary course of business, and (3) the disposition of obsolete equipment or unprofitable assets;

(f)   Capital Expenditures . Issuer shall not make Capital Expenditures during any fiscal year in excess of $1,000,000 in the aggregate.

(g)   Prepayment of Indebtedness . Prepay, redeem, purchase, defeat or otherwise satisfy in any manner any principal or interest on any Indebtedness other than the Notes and any notes issued in exchange for any Securities;

(h)   Hazardous Materials . Use (or permit any tenant to use) any of its properties or assets for the handling, processing, storage, transportation, or disposal of any Hazardous Material, generate any Hazardous Material, conduct any activity that is likely to cause a Release or threatened Release of any Hazardous Material, or otherwise conduct any activity or use any of their respective properties or assets in any manner that is likely to violate any Environmental and Safety Requirements for which Issuer or any Subsidiary thereof would be responsible;

(i)   Accounting Changes . Make any change (i) in accounting treatment or reporting practices, except in accordance with GAAP and disclosed to Purchaser, or (ii) in tax reporting treatment, except as required by law and disclosed to Purchaser;

(j)   Certain Security Matters . Enter into or permit to exist any arrangement or agreement, other than pursuant to this Agreement or any Investment Document, which directly or indirectly prohibits Issuer from creating or incurring a Lien on any of its assets other than assets that are subject to a purchase money security interest or an Operating Lease as contemplated by this Agreement;

(k)   Phantom Equity Plans . Directly or indirectly redeem, purchase or make, or to redeem, purchase or make any payments with respect to any equity appreciation rights, phantom equity plans, profits interest plans or similar rights or plans;

(l)   Business Organization . Convert to any other type of business entity;

(m)   Additional Agreements . Enter into, become subject to, amend, modify or waive any agreement or instrument which by its terms would (under any circumstances) restrict (i) the right of Issuer to make loans or advances or pay or make Dividends to, transfer property to, or repay any Indebtedness owed to, Issuer or (ii) Issuer’s right to perform any of the provisions of any of the Investment Documents and instruments entered into in connection with the same or otherwise evidencing the Note or its Governing Documents, except in any such case for amending, modifying or supplementing such agreement in accordance with its terms;

(n)   Compensation . Increase any compensation (including salary, bonuses and other forms of current and deferred compensation) payable, directly or indirectly, to any of its Affiliates in excess of 5% per year;

(o)   Additional Project Subsidiaries . Establish or acquire any Project Subsidiaries not owned as of the Closing Date unless such Project Subsidiary executes and delivers a guaranty and a security agreement in form and substance satisfactory to Purchaser and Issuer and operates in the same line of business as one of the Issuer;

(p)   Equity Incentive Plans . Amend or modify any equity incentive plan or employee equity ownership plan as in existence as of the Closing Date or adopt any new equity incentive plan or employee equity ownership plan or issue any of its Equity Interests to its employees or its Subsidiaries’ employees other than pursuant to the existing equity incentive plans and employee equity ownership plans;

(q)   Use of Proceeds . Issuer shall use the proceeds from the sale of the Notes (the “ Note Proceeds ”) for the purpose of acquiring prospective and producing mineral properties (each property thus acquired a “ Property ”); provided that, Issuer may use the Note Proceeds from the sale of Initial Note for general and administrative expenses. With the exception of Note Proceeds from the Initial Note, Issuer will provide Purchaser written notice of its use, or intended use, of the Note Proceeds (“ Proceeds Notice ”), such notice to include reasonable detail relating to the acquisition of the Property for which the Note Proceeds are to be used and, if reasonably available, information relating to the assets to be acquired by Issuer pursuant to the acquisition of such Property. The Company further agrees that, to the extent practicable, the acquisition and production of mineral properties is to be completed through one or more newly created subsidiary entities of Wits-China or other subsidiary of Issuer created for the purpose of such acquisition (each, a “ Project Subsidiary ”).

(r)   Amendment to Governing Documents . Make any amendment to its Governing Documents, directly or indirectly, whether by merger, conversion, operation of law or otherwise, or file any resolution of its board of managers (or similar governing body) with its jurisdiction of incorporation, formation or organization (as applicable);

(s)   Separateness from Affiliates . Commingle the funds and other assets of Issuer with those of any Affiliate or any other Person, keep Issuer’ funds in bank accounts that are separate and apart from those of any Affiliate or other Person and keep Issuer’s other assets separately identifiable and distinguishable from assets of any Affiliates or any other Persons; and

(t)   Take or Pay Contracts . Enter into or be a party to any contract or agreement for the purchase of materials, supplies or other property or services if such contract or agreement requires that a payment be made by Issuer regardless of whether delivery is ever made of such materials, supplies or other property or services.

(u)   Other Business Ventures . Cease to own or manage assets or property or otherwise operate in the business of mineral exploration and development.

4.5   Compliance with Securities Laws . Issuer shall at all times comply with all applicable provisions of the Securities Act, the Securities Exchange Act, and all applicable rules and regulations of the Securities Exchange Commission.

4.6 Public Disclosures . Issuer shall not disclose Purchaser’s name or identity as an investor in Issuer in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent, of such Purchaser unless such disclosure is required by law, statute, rule or regulation or by order of a court of competent jurisdiction