EXHIBIT
4.5

     

    
      
        
          	
                  THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
      STATE.  SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND
      WITHOUT A VIEW TO THEIR DISTRIBUTION AND MAY NOT BE SOLD OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT FOR
      SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
      APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS
      AVAILABLE UNDER APPLICABLE SECURITIES
LAWS.

                


        

      

    

     

    AMENDED
AND RESTATED

    WARRANT
TO PURCHASE SHARES OF COMMON STOCK

    OF

    WITS
BASIN PRECIOUS MINERALS INC.


     

    
      	
              Warrant
      No.:  CG1.2

            	
              Date:  December
      17, 2009

            


    

     

    This
certifies that, for value received, China Gold, LLC or its successors or
assigns (collectively, the “Holder”), is entitled to purchase from Wits Basin
Precious Minerals Inc. (the “Corporation”), Eight Hundred Eighty-Two
Thousand (882,000) fully paid and nonassessable shares (the “Shares”) of
the Corporation’s common stock, par value $.01 per share (the “Common Stock”),
at an exercise price of One Cent ($0.01) per Share (the “Exercise Price”),
subject to adjustment as herein provided.  This Warrant may be
exercised by Holder at any time from and after the date hereof until October 28,
2013, at which time all of Holder’s rights hereunder shall
expire.  This Amended and Restated Warrant modifies and supersedes in
its entirety that certain Warrant CG1 of the Corporation dated October 28, 2008
issued in favor of Holder to purchase 882,000 shares of Common Stock at an
exercise price of $0.11 per share.  Holder has delivered the original
Warrant CG1 to the Corporation marked “cancelled,” and Holder and the
Corporation hereby agree that Warrant CG1 shall no longer have any force or
effect.

     

    This
Warrant is subject to the following provisions, terms and
conditions:

     

    1.           Exercise of
Warrant.  The
rights represented by this Warrant may be exercised by the Holder, in whole or
in part (but not as to any fractional shares of Common Stock), by the surrender
of this Warrant (properly endorsed, if required, at the Corporation’s principal
office, or such other office or agency of the Corporation as the Corporation may
designate by notice in writing to the Holder at the address of such Holder
appearing on the Corporation’s books at any time within the period above
indicated), and upon payment to it by certified check, bank draft or cash of the
purchase price for such Shares (or exercise pursuant to Section 2 below).  The Corporation agrees that the
Shares so purchased shall be deemed to be issued to the Holder as the record
owner of such Shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment for such Shares shall have been
made as aforesaid.  Certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time, not exceeding 30 days, after
the rights represented by this Warrant shall have been so exercised and, unless
this Warrant has expired, a new Warrant representing the number of Shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be delivered to the Holder within such time.  The Corporation may
require that any such new Warrant or any certificate for Shares purchased upon
the exercise hereof bear a legend substantially similar to that which is
contained on the face of this Warrant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Cashless
Exercise.  The
rights represented by this Warrant may be exercised by the Holder, in whole or
in part (but not to as any fractional share of Common Stock) by the surrender of
this Warrant (properly endorsed, if required, at the Corporation’s principal
office, or such other office or agency of the Corporation as the Corporation may
designate by notice in writing to the Holder at the address of such Holder
appearing on the Corporation’s books at any time within the period above named),
together with a notice of cashless exercise.  Upon surrender of this
Warrant and receipt of a notice of cashless exercise, the Holder shall be
entitled to receive (without payment by the Holder of any exercise price) that
number of Shares equal to the number of Shares subject to such notice of
cashless exercise multiplied by a fraction, the numerator of which shall be the
difference between (i) the Fair Market Value of one share of Common Stock and
(ii) the Exercise Price, and the denominator of which shall be the Fair Market
Value of one share of Common Stock.  For purposes of this Warrant,
“Fair Market Value” of the Common Stock shall be determined as follows (as
applicable):  (a) if the Common Stock is traded on an exchange, then
the average closing or last sale prices, respectively, reported for the date of
conversion; (b) if the Common Stock is traded in or quoted on an
over-the-counter market, then the average of the closing bid and asked prices
reported on the date of conversion; or (c) if the Common Stock is not traded on
an exchange or traded or quoted on an over-the-counter market, then fair market
value of such stock will be determined by the Company’s board of directors,
acting in good faith utilizing customary business valuation criteria and
methodologies (without discount for lack of marketability or minority
interest).

     

    3.           Transferability.  This
Warrant is issued upon the following terms, to which Holder consents and
agrees:

     

    (a)          Until
this Warrant is transferred on the books of the Corporation, the Corporation
will treat the Holder of this Warrant, registered as such on the books of the
Corporation, as the absolute owner hereof for all purposes without effect given
to any notice to the contrary.

     

    (b)          This
Warrant may not be exercised, and this Warrant and the Shares underlying this
Warrant shall not be transferable, except in compliance with all applicable
state and federal securities laws, regulations and orders, and with all other
applicable laws, regulations and orders.

     

    (c)          The
Warrant may not be transferred, and the Shares issuable upon exercise of this
Warrant, may not be transferred without the Holder obtaining an opinion of
counsel, which opinion and counsel are satisfactory to the Corporation, stating
that the proposed transaction will not result in a prohibited transaction under
the Securities Act and applicable Blue Sky Laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions imposed on
such transfer by any such opinion of counsel.

     

    (d)          Neither
the issuance of this Warrant nor the issuance of the Shares issuable upon
exercise of this Warrant have been registered under the Securities
Act.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Certain Covenants of the
Corporation.  The
Corporation covenants and agrees that all Shares which may be issued upon the
exercise of the rights represented by this Warrant, upon issuance and full
payment for the Shares so purchased, will be duly authorized and issued, fully
paid and nonassessable and free from all taxes, liens and charges with respect
to the issue hereof, except those that may be created by or imposed upon the
Holder or his property.  The Corporation covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Corporation will at all times have authorized and available, free
of preemptive or other rights, for the purpose of issue upon exercise of the
purchase rights evidenced by this Warrant, a sufficient number of shares of its
Common Stock to provide for the full exercise of the rights represented by this
Warrant.

     

    5.           Adjustment of Exercise Price
and Number of Shares.  The
Exercise Price and number of Shares are subject to the following
adjustments:

     

    (a)          Stock Dividend, Stock Split
or Stock Combination.   If (i) any dividends on any class
of the Corporation’s capital stock payable in Common Stock or securities
convertible into or exercisable for Common Stock (collectively, “Common Stock
Equivalents”) shall be paid by the Corporation, (ii) the Corporation shall
divide its then-outstanding shares of Common Stock into a greater number of
shares, or (iii) the Corporation shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) equal to the quotient of (x) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the
Exercise Price in effect immediately prior to such event, divided by (y) the
total number of shares of Common Stock outstanding immediately after such
event.  No adjustment of the Exercise Price shall be made if the
amount of such adjustment shall be less than $.01 per Share; but any such
adjustment not required then to be made shall be carried forward and shall be
made at the time and together with the any subsequent adjustment(s) which,
together with any adjustment(s) so carried forward, shall amount to not less
than $.01 per Share.

     

    (b)          Number of Shares Issuable on
Exercise of Warrants.  Upon each adjustment of the Exercise
Price pursuant to this Section, the Holder shall thereafter (until another such
adjustment) be entitled to purchase, at the adjusted Exercise Price, the number
of Shares, calculated to the nearest full Share, equal to the quotient of (i)
the product of (A) the number of Shares issuable under this Warrant (as then
adjusted pursuant hereto prior to the current adjustment), multiplied by (B) the
Exercise Price in effect prior to such adjustment, divided by (ii) the adjusted
Exercise Price.

     

    (c)          Notice of
Adjustment.  Upon any adjustment of the Exercise Price and any
increase or decrease in the number of Shares of Common Stock issuable upon the
exercise of the Warrant, then, and in each such case, the Corporation shall
within 30 days thereafter give written notice thereof, by first-class mail,
postage prepaid, addressed to each Holder as shown on the books of the
Corporation.  Any such notice shall state the adjusted Exercise Price
and adjusted number of Shares issuable upon the exercise of the Warrant, and
shall set forth in reasonable detail the methods of calculation of such
adjustments and the facts upon which such calculations were
based.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Effect of Reorganization,
Reclassification or Merger.  If at any time while this Warrant
is outstanding there should be (i) any reorganization of the Corporation’s
capital stock (other than splits or combinations of Common Stock contemplated by
and provided for in Section 5(a)), (ii) any consolidation or merger of the
Corporation with another corporation, limited liability Corporation, partnership
or other business entity, or any sale, conveyance, lease or other transfer by
the Corporation of all or substantially all of its property to any other
corporation, limited liability Corporation, partnership or other business
entity, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive cash, stock, securities or assets with respect to
or in exchange for Common Stock, or (iii) any dividend or any other distribution
upon any class of the Corporation’s capital stock payable in capital stock of a
different class, other securities of the Corporation, or other Corporation
property (other than cash), then the Corporation shall use its best efforts to
ensure that, as a part of such transaction, lawful provision shall be made so
that Holder shall have the right thereafter to receive, upon the exercise
hereof, the number of shares of stock or other securities or property of the
Corporation or of the successor entity (or, as applicable, a parent corporation
of such successor entity) resulting from a consolidation or merger, or of the
entity to which the property of the Corporation has been sold, conveyed, leased
or otherwise transferred, as the case may be, which the Holder would have been
entitled to receive upon such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer,
if this Warrant had been exercised immediately prior to such capital
reorganization, reclassification of capital stock, consolidation, merger, sale,
conveyance, lease or other transfer.  In any such case, appropriate
adjustments (as determined by the Corporation’s board of directors) shall be
made in the application of the provisions of this Warrant to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrant as if the Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Holder had carried out the terms of the exchange as provided
for by such capital reorganization, consolidation or merger.

     

    6.           Limitation of Exercise of
Warrant.  Notwithstanding anything to the contrary herein,
Holder may not exercise all or any portion of this Warrant during the time
period and to the extent that the shares of Common Stock that Holder could
acquire upon such exercise would cause the Beneficial Ownership (as defined
below) of Common Stock held by Holder and its affiliates to exceed
4.99%.  The parties shall compute “Beneficial Ownership" of Common
Stock in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended.  Holder will, at the request of the Corporation, from time
to time, notify the Corporation of Holder’s computation of Holder’s Beneficial
Ownership.  By written notice to Issuer, Holder may waive the
provisions of this Section 6, but any such waiver will not be effective until
the 61st day after delivery thereof.  Nothing herein shall preclude
Holder or its affiliates from disposing of a sufficient number of other shares
of Common Stock beneficially owned by Holder or its affiliates so as to
thereafter permit the exercise of all or any portion of this
Warrant.

     

    7.           Piggyback Registration
Rights.  If
at any time within two (2) years after complete exercise of this Warrant the
Corporation proposes to register under the 1933 Act (except by a Form S-4 or
Form S-8 Registration Statement or any successor forms thereto) or qualify for a
public distribution under Section 3(b) of the 1933 Act, any of its securities,
it will notify the Holder hereof at least twenty (20) days prior to each such
filing and will use its best efforts to include in the Registration Statement
(to the extent permitted by applicable regulation) the Shares purchased or
purchasable by the Holder upon the exercise of the Warrant to the extent
requested by the Holder hereof within ten (10) days after receipt of notice of
such filing (which request shall specify the interest in this Warrant or the
Shares intended to be sold or disposed of by such Holder and describe the nature
of any proposed sale or other disposition thereof). The Holder of this Warrant
agrees to cooperate with the Corporation in the preparation and filing of any
Registration Statement, and in the furnishing of information concerning the
Holder for inclusion therein, or in any efforts by the Corporation to establish
that the proposed sale is exempt under the 1933 Act as to any proposed
distribution.

     

    8.           No Rights as
Shareholder.  This
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a shareholder of the Corporation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.           Loss or
Mutilation.  Upon
receipt by the Corporation from Holder of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of this
Warrant and indemnity reasonably satisfactory to the Corporation, and in case of
mutilation upon surrender and cancellation hereof, the Corporation will execute
and deliver in lieu hereof a new Warrant of like tenor to Holder; provided, however, in the
case of mutilation no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Corporation for
cancellation.

     

    10.         Governing
Law.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of Minnesota without regard to its conflicts-of-law
provisions.

     

    11.         Amendments and
Waivers.  The
provisions of this Warrant may not be amended, modified or supplemented, and
waiver or consents to departures from the provisions hereof may not be given,
unless the Corporation agrees in writing and has obtained the written consent of
the Holder.

     

    12.         Successors and
Assigns.  All
the terms and conditions of this Warrant shall be binding upon and inure to the
benefit of the permitted successors and assigns of the Corporation and
Holder.

     

    13.         Headings and
References.  The
headings of this Warrant are for convenience only and shall not affect the
interpretation of this Warrant.  Unless the context indicates
otherwise, all references herein to Sections are references to Sections of this
Warrant.

     

    14.         Notices.  All
notices or communications hereunder, except as herein otherwise specifically
provided, shall be in writing.  Notices sent to the Holder shall be
mailed, hand delivered or faxed and confirmed to the Holder at his, her or its
address set forth in the Corporation’s records.  Notices sent to the
Corporation shall be mailed, hand delivered or faxed and confirmed to Wits Basin
Precious Minerals Inc., c/o Mark D. Dacko, 900 IDS Center, 80 South Eight
Street, Minneapolis, MN 55402-8773, or to such other address as the Corporation
or the Holder shall notify the other as provided in this Section.

     

    15.         Counterparts.  This
warrant may be executed by the Corporation and attested to in
counterparts.

     

    In
Witness Whereof, the Corporation has caused this Warrant to be signed by
its duly authorized officer on the date first set forth above.

     

    
      
        
          	 	
                  WITS
      BASIN PRECIOUS MINERALS INC.:

                
	 	 
      	 
      
	 	
                  By:  

                	
                  /s/ Stephen D. King

                
	 	 
      	
                  Stephen
      D. King

                
	 	 
      	
                  Chief
      Executive Officer