STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of September 29, 2009 (this “ Agreement ”), between the parties listed on Exhibit A (each, a “ Seller ” and together, the “ Sellers ”) and Wits Basin Precious Minerals Inc. (the “ Purchaser ”).

A.           Each Seller is the record holder of the shares of common stock, $0.001 par value per share, of Princeton Acquisitions, Inc., a Colorado corporation (the “ Company ”), set forth next to such Sellers name on Exhibit A (the “ Shares ”), which Shares collectively total 1,383,543 shares of the Company’s common stock and which represent approximately 81% of the issued and outstanding capital stock as of the date hereof calculated on a fully diluted basis pursuant to the terms hereof.

B.           On September 11, 2009, the Company entered into a share exchange agreement with Hunter Bates Mining Corporation, a Minnesota corporation (“ Hunter Bates ”), and certain shareholders of Hunter Bates (the “ Share Exchange Agreement ”), pursuant to which Hunter Bates’ shareholders are exchanging all of the issued and outstanding stock of Hunter Bates for newly issued shares of the Company’s capital stock on a one-for-one basis, resulting in the shareholders of Hunter Bates holding approximately 99% of the issued and outstanding capital stock of the Company, on a fully diluted basis, immediately following effectiveness of the share exchange (the “ Share Exchange ”).

C.           As a condition precedent to the completion of the Share Exchange, the Purchasers desire to purchase the Shares from the Sellers, and the Sellers desire to sell the Shares to the Purchasers, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchasers and the Sellers hereby agree as follows:

The Sellers shall sell, transfer, convey and deliver unto the Purchasers the Shares and the Purchasers shall acquire and purchase from the Sellers the Shares.

2.            Purchase Price .

(a)            General .  The purchase price (the “ Purchase Price ”) for the Shares, in the aggregate, is Two Hundred and Sixty-Two Thousand Five Hundred Dollars ($262,500.00) payable as specified in this Section 2 subject to the other terms and conditions of this Agreement.

(b)            Cash Deposit.   Pursuant to the terms of that certain Letter of Intent dated July 13, 2009 by and between the Purchaser and the Company (the “LOI”), the Purchaser made a cash deposit into the trust account of the Law Office of Gary Agron (“ Agron ”), counsel for the Sellers, in the amount of Forty Thousand Dollars ($40,000.00) (the “ Cash Deposit ”) which shall be fully credited against the Purchase Price at the Closing (as defined below).

(c)            Adjustment for Outstanding Liabilities .  In the event that the Company shall have any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for taxes (“ Liability ”), as of the Closing, at Purchaser’s option, the portion of the Purchase Price payable at the Closing shall be reduced on a dollar for dollar basis by the amount of such Liability.

3.            The Closing .

(a)            General .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place by exchange of documents among the parties by fax or courier, as appropriate, following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) on September 29, 2009, the closing date of the Share Exchange Agreement (the “ Closing Date ”).

(b)            Deliveries on Closing Date .

(i)           On the Closing Date, the Sellers shall deliver (or cause to be delivered) to the Purchasers:

(A)           Certificates evidencing all of the Shares together with duly executed, medallion-guaranteed stock powers with respect thereto; and

(B)           Releases in form and substance satisfactory to the Purchaser signed by the Sellers, and by each officer and director of the Company.

(ii)           On the Closing Date, the Purchaser shall deliver by Federal funds wire transfer, the Purchase Price less the Cash Deposit (and less any Liability, if applicable) to the Sellers.

4.            Representations and Warranties of Seller .  Each Seller jointly and severally represents and warrants to the Purchaser that:

(a)           The Seller is the record owner of the number of Shares set forth next to such Seller’s name on Exhibit A, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever.  The Seller has sole control over such Shares or sole discretionary authority over any account in which they are held.

(b)           The Seller has not, since acquiring the Shares to be sold by such Seller hereunder, ever granted to any person an option or right to purchase or otherwise acquire such Shares, by contract of sale or otherwise, nor had any “short position in” with respect to such Shares.  The Seller has never effected nor attempted to effect any distribution or public offering of such Shares.

(c)           The Seller has full right, power and authority to execute, deliver and perform this Agreement and to carry out the transactions contemplated hereby.  The execution and delivery of this Agreement by the Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller and no further action is required by the Seller in connection therewith.  This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid, binding obligation of the Seller; enforceable against the Seller in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles).

(d)           The Seller has, in connection with the transactions contemplated hereby and all aspects thereof, dealt directly with the Purchaser and has no arrangement or understanding with or obligation to any broker (except with respect to ministerial functions, if any) or other intermediary that would result in the payment of a brokerage fee or other similar remuneration by anyone other than the Seller except as set forth on Schedule 4(d) hereof.

(e)           Since November 1, 2007, the Company has filed or furnished (i) all reports, schedules, forms, statements, prospectuses and other documents required to be filed with, or furnished to, the Securities and Exchange Commission (the “SEC”) by the Company (all such documents, as amended or supplemented, are referred to collectively as, the “Company SEC Documents”) and (ii) all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley act of 2002) with respect to any applicable Company SEC Document (collectively, the “SOX Certifications”).  The Company has made available to the Purchaser all SOX Certifications and comment letters received by the Company from the staff of the SEC and all responses to such comment letters by or on behalf of the Company.  Since November 1, 2007, the Company complied in all respects with its SEC filing obligations under the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”).  Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of the Company (collectively, the “Company Financial Statements”) contained in the Company SEC Documents (or incorporated therein by reference) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders’ equity for the periods then ended, subject (in the case of interim unaudited financial statements) to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be adverse) and, such financial statements complied as to form as of their respective dates in all respects with applicable rules and regulations of the SEC.  The financial statements referred to herein reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements.  No financial statements of any person not already included in such financial statements are required by GAAP to be included in the consolidated financial statements of the Company.  As of their respective dates, each Company SEC Document was prepared in accordance with and complied with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, and the Company SEC Documents (including all financial statements included therein and all exhibits and schedules thereto and all documents incorporated by reference therein) did not, as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case of other Company SEC Documents, contain any untrue statement of a fact or omit to state a fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Neither the Company nor, to the Seller’s knowledge, any of the Company’s officers has received notice from the SEC or any other governmental authority questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of the SOX Certifications.

(f)           Since July 1, 2003, and to the best knowledge of Seller prior to July 1, 2003, the Company has timely filed, or has caused to be timely filed on its behalf, all tax returns required to be filed by it, and all such tax returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed tax returns, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect to the Company.  All taxes shown to be due on such tax returns, or otherwise owed, and all assessments and penalties due, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect to the Company.  All such tax returns were complete and correct in all respects as filed, and no claims have been assessed with respect to such returns.  There are no present, pending, or threatened audit, investigations, assessments or disputes as to taxes of any nature payable by the Company or any of its subsidiaries, nor any tax liens whether existing or inchoate on any of