SECONDARY DEED OF TRUST AND SECURITY AGREEMENT

Exhibit 4.7

THIS SECONDARY DEED OF TRUST AND SECURITY AGREEMENT (“ Deed of Trust ”) is made as of the 11 ^th day of September, 2008, between HUNTER BATES MINING CORPORATION, a Minnesota corporation (“ Grantor ”), having an office at 900 IDS Center, 80 South 8 ^th Street, Minneapolis MN 55402-8773, and the Gilpin County Public Trustee (“ Trustee ”), whose address is 203 Eureka Street, P.O. Box 368, Central City, CO, 80427.

WHEREAS , that certain Deed of Trust made by Grantor (the “ Otten Deed of Trust ”), in favor of the Trustee, as trustee for George E. Otten, was issued to secure and enforce the payment of certain obligations of Grantor, including without limitation, that certain Promissory Note dated on or about June 9, 2008 in the principal amount of Six Million Seven Hundred Fifty Thousand and 00/100 Canadian Dollars (CND $6,750,000.00) made by Grantor and payable to the order of George E. Otten, a Colorado resident whose address is 11438 Weld County Rd 19, Fort Lupton, CO, 80621 (or his nominee or assignee), with interest and payments, all as provided therein, being due and payable in full on December 31, 2015 (or earlier as provided for therein), and all modifications, renewals or extensions thereof (the “ Otten Note ”) and all obligations of the Otten Deed of Trust or any other instruments (“ Otten Loan Documents ”) executed by Grantor in favor of George E. Otten now or hereafter evidencing or securing the above-described indebtedness or any part thereof (collectively the “ Otten Indebtedness ”);

WHEREAS , George E. Otten filed the Otten Deed of Trust with the Gilpin County Clerk and Recorder on or about June 9, 2008, as Document No. 136731;

WHEREAS , Wits Basin Precious Minerals Inc., the parent company to Grantor (“Wits Basin”), has previously executed (i) a senior secured convertible note in the principal amount of One Million Twenty Thousand Dollars ($1,020,000), dated February 11, 2008 in favor of Platinum Long Term Growth V, LLC, a Delaware limited liability company whose address is Carnegie Hall Tower, 152 W. 57 ^th Street, 54 ^th Floor, New York, NY 10019 (“ Platinum ”) and (ii) a secured promissory note in the principal amount of One Hundred Ten Thousand Dollars ($110,000), dated on or about July 10, 2008 in favor of Platinum (collectively, the “ Notes ”) (Platinum, as payee of the Notes, and all subsequent holders of the Notes or any part thereof or any interest therein or in any of the Secured Indebtedness, are hereinafter referred to as the “ Beneficiary ”) and certain related agreements with Platinum and (collectively, as amended, restated, or extended from time to time, the “ Loan Documents ”) and Platinum has agreed to make loans to Wits Basin in consideration thereof for up to One Million One Hundred Thirty Thousand Dollars ($1,130,000) (the “ Loans ”);

WHEREAS , pursuant to the Loan Documents, Grantor is obligated to secure the repayment of the Notes and all obligations, indebtedness and liabilities of the Loan Documents executed by Wits Basin in favor of the Beneficiary now or hereafter evidencing or securing the indebtedness or any part thereof owed to Platinum (the “ Secured Indebtedness ”).  The terms and provisions of the Notes are incorporated herein by this reference;

In order to secure repayment of the Secured Indebtedness, Grantor does hereby grant, bargain, sell and convey unto the Trustee, in trust forever, that certain property situate in Gilpin County, Colorado, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, which is commonly known as the Hunter Gold Mine (sometimes collectively hereinafter referred to as the “ Property ” or the “ Mortgaged Property ”); provided however that this Deed of Trust and any and all liens on the Mortgaged Property securing the Secured Indebtedness hereby shall be and remain subordinate to the Otten Indebtedness, as amended, restated, or extended from time to time;

TOGETHER with all and singular the tenements, hereditaments, easements, rights of way and appurtenances thereunto belonging or in any wise appertaining, whether now owned or hereafter acquired by Grantor, and any and all rights of ingress and egress to and from adjoining property (whether such rights now exist or subsequently arise), together with the reversion or reversions, remainder or remainders, and rents, issues and profits thereof, and also the entire estate, right, title, interest, claim and demand whatsoever of Grantor of, in and to the same and of, in and to every part and parcel thereof; and

TOGETHER with all buildings, structures, parking structures and improvements now or hereafter located on the Mortgaged Property, including any and all easements and rights of way used in connection therewith; and

TOGETHER with all right, title and interest of Grantor, if any, in all trees, shrubs, flowers and other landscaping features and all oil, gas, minerals, water, water rights, drains and drainage rights appurtenant to, located on, under or above or used in connection with the Mortgaged Property and the improvements situate thereon, or any part thereof, whether now existing or hereafter created or acquired; and

TOGETHER with all leases, rents, issues, royalties, bonus, income and profits, of each and every kind, now or hereafter relating to or arising from the Mortgaged Property and the improvements situate thereon; and

All of the foregoing property, interests and rights are sometimes hereinafter collectively referred to as the "Mortgaged Property, Improvements and Rights” or the “Property”;

AND , Grantor, for itself and its successors and assigns, represents, warrants and covenants that, and has good right and authority to grant, bargain, sell, convey, transfer, assign and mortgage the Property; that the execution and delivery of this Deed of Trust, the Notes and all other instruments securing the payment of the Notes do not contravene any law, order, decree, rule or regulation to which Grantor is subject; that the Notes, this Deed of Trust and all other instruments securing the payment of the Notes constitute the legal, valid and binding obligations of Grantor and that Grantor will warrant and forever defend the title to the Property against the claims of all persons whomsoever claiming or to claim the same or any part thereof, subject to all matters of record.

AND , that for so long as the Secured Indebtedness or any part thereof remains unpaid, Grantor covenants and agrees for itself and its successors and assigns as follows:

1.            Covenants .

1.1            Payment .  Grantor will make prompt payment, as the same become due, of all installments of principal and interest on the Notes and of all the other Secured Indebtedness.

1.2            Maintenance of Mortgaged Property .  Grantor will cause the Mortgaged Property to be used, occupied and operated in accordance with all applicable laws and rules, regulations and orders promulgated by all duly constituted authorities.  Grantor will allow the Beneficiary and/or its authorized representatives to enter the Property at any reasonable time upon advance written notice to inspect the Property and Grantor’s books and records pertaining thereto, and Grantor will reasonably assist the Beneficiary and said representatives in whatever way necessary to make such inspection.  Subject to the rights of the beneficiary under the Otten Deed of Trust (the “Otten Beneficiary”), the Beneficiary shall be entitled to participate in any condemnation proceeding concerning the proceeding.  If an Event of Default hereunder shall have occurred and be continuing, any proceeds of such condemnation shall, subject to the rights of the Otten Beneficiary, be applied by the Beneficiary to amounts outstanding under the Loan Documents.

1.3            Taxes .  Grantor shall pay or cause to be paid prior to delinquency, except to the extent provision is actually made therefor as set forth hereinafter, all taxes and assessments theretofore or hereafter levied or assessed against the Property, or any part thereof, or any other tax asserted as a substitute therefor and upon request, will furnish the Beneficiary with receipts showing payment of such taxes and assessments on or before the applicable due date therefor; except that Grantor may in good faith, by appropriate proceedings, contest and diligently pursue such contest, the validity, applicability or amount of any asserted tax or assessment; provided, however, that in any event each such contest shall be concluded and the taxes, assessments, interests, costs and penalties shall be paid prior to the date any writ or order is issued under which the Property may be sold.

1.4            Books and Records .  Grantor will keep accurate books and records in accordance with generally accepted accounting principles in which full, true and correct entries shall be promptly made as to all operations on the Property, and, as often as reasonably requested by the Beneficiary, but not more often than once in each calendar quarter.  Grantor will make full reports of operations in such form as the Beneficiary prescribes, setting out full data as to the exploration activities and expenditures, mine development activities and expenditures, mining activities and expenditures and all revenues from the Property.

2.            Remedies and Events of Default .

2.1            Events of Default .  The term "default" or "event of default" as used in this Deed of Trust shall mean the occurrence of any of the following events:

(a)           Any default, event of default, or event that, with the giving of notice or the passage of time or both would constitute a default or event of default, under the Notes or the Loan Documents; or

(b)           Except for a payment default described in paragraph (a) hereof, the failure of Grantor to make any payment due hereunder within forty-five (45) days from the date such payment is due; or

(c)           The failure of Grantor to timely and properly observe, keep or perform any material nonmonetary covenant, agreement, warranty or condition herein required to be observed, kept or performed, except that Grantor shall have one hundred and twenty (120) days from notice of such failure to cure such default and if such default cannot be cured within one hundred and twenty (120) days, Grantor shall have a reasonable period of time within which to cure such default, provided Grantor promptly commences curative action and prosecutes such curative action diligently to completion and provided such default or failure can be and is cured within six months from the date of such notice.

2.2            Acceleration .  Upon the occurrence of a default, which is not cured during the applic