CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.1   NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE “SECURITIES LAWS”) AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE ISSUER THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.   CONVERTIBLE PROMISSORY NOTE

  FOR VALUE RECEIVED , Wits Basin Precious Minerals Inc., a corporation organized and existing under the laws of the State of Minnesota (“ Issuer ”), hereby unconditionally promises to pay to the order of London Mining Plc, a corporation formed under the laws of England and Wales, or its successors and assigns (the “ Holder ”) on or before the Maturity Date the principal sum of up to One Million U.S. Dollars ($1,000,000) or such lesser amount actually advanced to Issuer by Holder in its sole and absolute discretion (such amount actually advanced referred to herein as the “ Principal ”), together with accrued and unpaid interest thereon, as provided herein, from the date hereof until fully paid (the “ Indebtedness ”). The “ Maturity Date ” as defined herein shall be the earlier to occur of (i) the closing of the acquisition of Nanjing Sudan Mining Co Ltd, Maanshan Zhaoyuan Mining Co Ltd and Maanshan Xiaonanshan Mining Co Ltd by an entity in which the Issuer or any of its affiliates has any direct or indirect interest and (ii) August 22, 2009. Issuer shall use any Principal advanced hereunder for the purposes set forth in the Letter of Intent by and between Issuer and Holder dated August 18, 2008 (the “ Letter of Intent ”) unless otherwise authorized by Holder.   Issuer shall be advanced by Holder $500,000 under this Note upon the date of this Note. Issuer shall by not less than 10 Business Days' prior written notice to Holder be entitled to a further advance of up to $500,000 under this Note once (a) the initial $500,000 advance has been spent on due diligence as contemplated and permitted by the Letter of Intent and (b) Issuer has provided evidence to Holder of such fact to its reasonable satisfaction.   This Note constitutes a direct and unsecured obligation of Issuer ranking at least pari passu with all other present and future unsecured and unsubordinated obligations of Issuer.   1.  Payment of Principal and Interest . Subject to acceleration or earlier conversion or payment as provided for elsewhere in this Note, the principal balance of this Note, and any accrued and unpaid interest thereon, shall be due and payable on the Maturity Date at such place as the Holder shall designate to Issuer in writing. Issuer shall make all payments payable in cash under this Note in lawful money of the United States. All payments paid by Issuer to Holder under this Note shall be applied in the following order of priority: (a) to amounts, other than principal and interest, due to Holder pursuant to this Note; (b) to accrued but unpaid interest on this Note; and (c) to the unpaid principal balance of this Note. “ Business Day ” means any day other than a Saturday, Sunday or legal holiday in the State of Minnesota; and  

  2.  Calculation of Interest . Interest shall accrue on the Principal outstanding under this Note at the rate of eight percent (8%) (the “ Interest Rate ”) per annum. Interest shall be calculated on a basis of a 365 day year, commencing as of the date hereof.   3.  Prepayment . This Note may be prepaid in cash or other immediately available funds, in whole or in part, by Issuer at any time and from time to time on giving not less than 10 days prior notice to Holder, without premium or penalty. If prior to the expiry of the prepayment notice to Holder, Holder serves a Notice of Conversion as contemplated by Section 5.2 hereof in respect of any part of this Note, no prepayment of such part of this Note shall be permitted and such Notice of Conversion shall prevail. At Holder’s option, any payments on this Note shall be applied first to pay Holder for all costs of collection of any kind, including reasonable attorneys’ fees and expenses, next to the payment of interest accrued through the date of payment, and thereafter to the payment of Principal.   4.  Waiver . Payment of Principal and interest due under this Note shall be made without presentment or demand and without set-off or deduction. The Issuer and all others at any time liable directly or indirectly (including, without limitation, the Issuer, any co-makers, endorsers, sureties and guarantors, all of which are referred to herein as “ Parties ”), severally waive presentment, demand and protest, notice of protest, demand, and dishonor, and nonpayment of this Note, and all diligence in collection and agree to pay all costs of collection when incurred, including reasonable attorneys’ fees, and to perform and comply with each of the covenants, conditions, provisions, and agreements of the Issuer contained in this Note.   All payments in respect of this Note shall be made free and clear of, and without withholding or deduction for, any present or future taxes, duties, assessments or charges of whatever nature imposed, levied, collected, withheld or assessed by any taxation authority unless such withholding or deduction is required by law. In the event that any such withholding or deduction is required by law to be made, Issuer shall pay such additional amounts as will result in the receipt by Holder of such amounts as would have been received by it if no such withholding or deduction had been required.   5.  Conversion .   5.1. Conversion . At any time while any portion of the Indebtedness under this Note is outstanding, the Holder shall have the right, at the Holder’s option, to convert all or any portion of the unpaid Principal and accrued interest under this Note (the “ Conversion Amount ”) into the number of shares of Issuer’s common stock (the “ Common Stock ”) computed by dividing the Conversion Amount by a conversion price of US$0.20 per share (the “ Conversion Price ”). The Conversion Price is subject to adjustment from time to time pursuant to Section 6 hereof.  

  5.2  Effect and Procedure of Conversion . A conversion shall occur pursuant to the terms of this Note by Holder’s delivery to Issuer, at 900 IDS Center, 80 South 8 ^th Street, Minneapolis, MN 55402-8773, a notice of conversion identifying the amount of the conversion (a “ Notice of Conversion ”) (by facsimile or other reasonable means of communication) prior to 5:00 p.m. local time in Minneapolis, Minnesota. The date on which Issuer issues to Holder shares of Common Stock pursuant to a Notice of Conversion shall constitute the Conversion Date in respect of such part of this Note so converted. Holder shall not be required to physically surrender this Note to Issuer unless the entire unpaid Principal amount of this Note, together with all accrued and unpaid interest, is so converted or otherwise paid in full. The Holder and Issuer shall maintain records showing the Principal and accrued and unpaid interest under the Note so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and Issuer, so as not to require physical surrender of this Note upon each such partial conversion.   Upon receipt of any Notice of Conversion, Issuer shall, within ten (10) Business Days, issue and deliver to such Holder at the address designated by such Holder a certificate or certificates for the number of shares of Common Stock the Holder shall be entitled to upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to Issuer). The person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of the Conversion Date. Upon conversion of all or a portion of this Note, Issuer will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the Principal and accrued interest being converted, including without limitation the obligation to pay such portion of the Principal and accrued interest.   5.3 No Fractional Shares . No fractional shares shall be issued upon any conversion of this Note. In lieu of any fractional share of Common Stock to which Holder would otherwise be entitled, an amount in cash equal to such fraction multiplied by the fair market value of a sha