EXHIBIT
      4.2

     

    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.

     

    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

    OF

    WITS
      BASIN PRECIOUS MINERALS INC.

     

    
      	
              Warrant
                No.: CG2

            	
              Date:
                November 10, 2008

            


    

     

    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”), Thirty-Nine Million Two Hundred Thousand (39,200,000)
      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 Fifteen Cents ($0.15) 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 the date five years from the date
      hereof, at which time all of Holder’s rights hereunder shall
      expire.

     

    The
      Holder and Corporation acknowledge and agree that this Warrant has been issued
      pursuant to that certain Convertible Notes Purchase Agreement dated
      April 10, 2007 by and between Issuer and Purchaser, as amended by
      Amendment No. 1 dated June 19, 2007 and as amended by Amendment
      No. 2 of even date herewith (as amended, the “Purchase Agreement”), and
      that, in consideration of receipt of this Warrant, Holder has agreed to the
      amendment of certain terms set forth in the Notes issued pursuant to the
      Purchase Agreement, including without limitation the cancellation of any right
      to convert the Notes and certain Purchase Rights of Holder therein. The
      capitalized terms used in this Warrant and not otherwise defined herein shall
      have the same meaning as defined in the Purchase Agreement.

     

    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 or is quoted on The Nasdaq National Market or Nasdaq
      SmallCap Market, then the average closing or last sale prices, respectively,
      reported for the date of exercise; (b) if the Common Stock is traded in the
      over-the-counter market, then the average of the closing bid and asked prices
      reported on the date of exercise; or (c) if the Common Stock is not publicly
      traded and there has been no Qualifying Sale, 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 $.05 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 $.05 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) Subsequent
      Issuance or Sale of Common Stock.
      

     

    (i) In
      the
      event the Corporation shall issue, after the date hereof and while this Warrant
      remains outstanding (a “Dilutive Issuance”), (i) any additional shares of Common
      Stock or other class of the Corporation’s common stock (“Additional Shares”) or
      (ii) options, warrants or other securities that can, by their terms, be
      converted into Common Stock or other classes of the Corporation’s common stock
      (“Additional Option Shares”) for consideration per share less than the Exercise
      Price, the Exercise Price shall automatically be adjusted to a price (calculated
      to the nearest cent) determined by dividing:

     

    (A)
      an
      amount equal to the sum of (x) the number of shares of Common Stock outstanding
      immediately prior to such issue or sale multiplied by the Exercise Price, (y)
      the number of shares of Common Stock issuable upon conversion or exchange of
      any
      obligations or of any shares of stock of the Corporation outstanding immediately
      prior to such issue or sale multiplied by the Exercise Price, and (z) an amount
      equal to the aggregate “consideration actually received” by the Corporation
      pursuant to such Dilutive Issuance, by


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (B)
      the
      sum of the number of shares of Common Stock outstanding immediately after such
      issue or sale and the number of shares of Common Stock issuable upon conversion
      or exchange of any obligations or of any shares of stock of the Corporation
      outstanding immediately after such issue or sale.

     

    (ii) If
      the
      Corporation shall sell and issue shares of Common Stock or other class of the
      Corporation’s common stock, or rights, options, warrants, or convertible
      securities containing the right to subscribe for or purchase shares of Common
      Stock or other class of the Corporation’s common stock, for consideration
      consisting, in whole or in part, of property other than cash or its equivalent,
      then in determining the total consideration per share paid to the Corporation
      for the purposes of this Section 5(c), the board of directors of the Corporation
      shall determine, in its discretion, the fair value of said property and such
      determination, if made in good faith, shall be binding upon the
      Holder.

     

    (iii) For
      purposes of this Section 5(c), the following provisions will be
      applicable:

     

    (A) In
      the
      case of an issue or sale for cash of shares of Common Stock, the “consideration
      actually received’” by Corporation relating to a Dilutive Issuance therefore
      shall be deemed to be the amount of cash received in such Dilutive Issuance,
      before deducting therefrom any commissions or expenses paid by the
      Corporation.

     

    (B) In
      case
      of a Dilutive Issuance (otherwise than upon conversion or exchange of
      obligations or shares of stock of the Corporation) of additional shares of
      Common Stock for a consideration other than cash or a consideration partly
      other
      than cash, the amount of the consideration other than cash received by
      Corporation for such shares, then the board of directors shall determine, in
      its
      discretion, the fair the value of such consideration, which, if made in good
      faith, shall be binding upon the Holder.

     

    (C) In
      case
      of a Dilutive Issuance by Corporation in any manner of any rights to subscribe
      for or to purchase shares of Common Stock, or any option for the purchase of
      shares of Common Stock or stock convertible into Common Stock, all shares of
      Common Stock or stock convertible into Common Stock to which the holders of
      such
      rights or options shall be entitled to subscribe for or purchase pursuant to
      such rights or options shall be deemed “outstanding” as of the date of the
      offering of such rights or the granting of such options, as the case may be,
      and
      the minimum aggregate consideration named in such rights or options for the
      shares of Common Stock or stock convertible into Common Stock covered thereby,
      plus the consideration, if any, received by Corporation for such rights or
      options, shall be deemed to be the “consideration actually received” by
      Corporation (as of the date of the offering of such rights or the granting
      of
      such options, as the case may be) for the issuance of such
      shares.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (D) In
      case
      of a Dilutive Issuance by Corporation in any manner of any obligations or of
      any
      shares of stock of Corporation that shall be convertible into or exchangeable
      for Common Stock, all shares of Common Stock issuable upon the conversion or
      exchange of such obligations or shares shall be deemed issued as of the date
      such obligations or shares are issued, and the amount of the “consideration
      actually received” by Corporation for such additional shares of Common Stock
      shall be deemed to be the total of (X) the amount of consideration received
      by
      Corporation upon the issuance of such obligations or shares, as the case may
      be,
      plus (Y) the minimum aggregate consideration, if any, other than such
      obligations or shares, receivable by Corporation upon such conversion or
      exchange, except in adjustment of dividends.

     

    (E) The
      amount of the “consideration actually received” by Corporation upon the issuance
      of any rights or options referred to in subparagraph (C) above or upon the
      issuance of any obligations or shares which are convertible or exchangeable
      as
      described in subparagraph (D) above, and the amount of the consideration, if
      any, other than such obligations or shares so convertible or exchangeable,
      receivable by Corporation upon the exercise, conversion or exchange thereof
      shall be determined in the same manner provided in subparagraphs (A) and (B)
      above with respect to the consideration received by Corporation in case of
      the
      issuance of additional shares of Common Stock; provided, however, that if such
      obligations or shares of stock so convertible or exchangeable are issued in
      payment or satisfaction of any dividend upon any stock of Corporation other
      than
      Common Stock, the amount of the “consideration actually received” by Corporation
      upon the original issuance of such obligations or shares or stock so convertible
      or exchangeable shall be deemed to be the value of such obligations or shares
      of
      stock, as of the date of the adoption of the resolution declaring such dividend,
      as determined by the board of directors of Corporation at or as of that date.
      On
      the expiration of any rights or options referred to in subparagraph (C), or
      the
      termination of any right of conversion or exchange referred to in subparagraph
      (D), or any change in the number of shares of Common Stock deliverable upon
      exercise of such options or rights or upon conversion of or exchange of such
      convertible or exchangeable securities, the Exercise Price shall forthwith
      be
      readjusted to such Exercise Prices as would have obtained had the adjustments
      made upon the issuance of such options, rights or convertible or exchangeable
      securities been made upon the basis of the delivery of only the number of shares
      of Common Stock actually delivered or to be delivered upon the exercise of
      such
      rights or options or upon the conversion or exchange of such
      securities.

     

    (iv) Notwithstanding
      the foregoing, in the event China Gold, LLC transfers or assigns all or any
      portion of this Warrant to a third party, the rights afforded to the Holder
      pursuant to this Section 5(c) shall terminate with respect to such portion
      (or
      all if applicable) of the Warrant effective upon such transfer or assignment,
      and this Section 5(c) shall have no continuing legal effect as to such portion
      (or all, if applicable) of this Warrant.

     

    (d) 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) 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
      Corporation, 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. Registration
      Rights.
      With
      respect to the shares of Common Stock issuable upon exercise of the Warrant,
      Holder shall have the benefit of the registration rights contained in Appendix
      1
      to the Purchase Agreement. 

     

    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/
                Mark D Dacko

            
	 	
              Mark
                D. Dacko

            
	 	
              Chief
                Financial Officer