EXHIBIT
      10.12

     

    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 ACCEPTABLE TO IT
      THAT
      THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.
      TRANSFER OF THIS CONVERTIBLE NOTE IS ALSO RESTRICTED BY THE CONVERTIBLE NOTES
      PURCHASE AGREEMENT REFERRED TO HEREIN. 

     

    THE
      PAYMENT AND PERFORMANCE OF THIS CONVERTIBLE NOTE IS SUBJECT TO THE TERMS AND
      CONDITIONS OF THAT CERTAIN CONVERTIBLE NOTES PURCHASE AGREEMENT ENTERED INTO
      AS
      OF APRIL 10, 2007, AS AMENDED BY THAT CERTAIN AMENDMENT TO CONVERTIBLE NOTES
      PURCHASE AGREEMENT DATED JUNE 19, 2007 AND THAT CERTAIN AMENDMENT NO. 2 DATED
      NOVEMBER 10, 2008, BY THE HOLDER AND ISSUER.

     

    CERTIFICATE
      NO: 1

     

    AMENDED
      AND RESTATED PROMISSORY NOTE

    

      
        	
                $9,800,000.00

              	
                November
                  10, 2008

              


      

    

     

    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 China Gold LLC, a Kansas
      limited liability company, or its successors and assigns (the “Holder”)
      on
      demand at any time on or after December 31, 2008, subject to modification as
      set
      forth below (the “Maturity
      Date”),
      the
      principal sum of up to Nine Million Eight Hundred Thousand Dollars and 00/100
      Cents ($9,800,000.00) (the “Principal”),
      together with accrued and unpaid interest thereon, as provided herein and from
      the Prior Notes below until fully paid (the “Indebtedness”),
      all
      without relief from valuation or appraisement laws. 

     

    This
      Amended and Restated Promissory Note (the “Note”)
      is
      issued pursuant to that certain Convertible Notes Purchase Agreement dated
      as of
      April 10, 2007, as previously amended by that certain Amendment to Convertible
      Notes Purchase Agreement dated June 19, 2007, and as further amended on the
      date
      hereof (as amended, modified, or replace from time to time, the “Notes
      Purchase Agreement”).
      The
      Issuer and Holder hereby amend and consolidate into this Amended and Restated
      Promissory Note the following notes issued pursuant to the Notes Purchase
      Agreement: (i) Convertible Promissory Note issued on April 10, 2007 in the
      principal amount of $3,000,000; (ii) Convertible Promissory Note issued on
      May
      7, 2007 in the principal amount of $2,000,000; (iii) Convertible Promissory
      Note
      issued on June 19, 2007 in the principal amount of $4,000,000; and (iv)
      Convertible Promissory Note issued on July 9, 2007 in the principal amount
      of
      $800,000 (collectively, the “Prior
      Notes”).
      Holder has delivered the Prior Notes to Issuer and they have been cancelled
      in
      their entirety.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    1. Payment
      of Principal and Interest.
      Subject
      to acceleration or earlier payment as provided for elsewhere in this Note,
      the
      Notes Purchase Agreement or any of the other agreements, documents, and
      instruments relating to any of the Indebtedness or any security therefor that
      are required by the Notes Purchase Agreement to be executed and delivered to
      or
      for the benefit of Holder (collectively, together with this Note and the Notes
      Purchase Agreement, the “Investment
      Documents”),
      the
      principal balance of this Note, and any accrued and unpaid interest thereon,
      shall be due and payable at the earlier of (i) Holder’s demand on or after the
      Maturity Date or (ii) to the extent funds are available, upon the closing of
      Issuer’s joint venture with London Mining plc relating to China Global Mining
      Resources Limited, a British Virgin Islands corporation (“CGMR”),
      or an
      affiliate thereof, and the related acquisition by CGMR, or an affiliate thereof,
      of one or more iron ore mining properties in the People’s Republic of China.


     

    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 and under
      the other Investment Documents shall be applied in the following order of
      priority: (a) to amounts, other than principal and interest, due to Holder
      pursuant to this Note for all costs of collection of any kind, including
      reasonable attorneys’ fees and expenses; (b) to accrued but unpaid interest on
      this Note; and (c) to the unpaid principal balance of this Note. If Issuer
      makes
      any payment of principal, interest or other amounts upon the Indebtedness by
      check, draft, or other remittance, Holder shall not be deemed to have received
      such payment until Holder actually receives the payment instrument.


     

    2. Calculation
      of Interest.
      Interest shall accrue on the outstanding principal balance at the end of each
      day on which any amount is outstanding under this Note at the rate of 12.25%
      (the “Interest
      Rate”)
      per
      annum. Interest shall be calculated on a basis of the actual number of days
      elapsed over a year of 365 days, 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, without premium or penalty
      (a
“Prepayment”).
      

     

    4. Waiver.
      Payment
      of principal and interest due under this Note shall be made without presentment
      or demand. 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 every instrument now
      evidencing the Indebtedness. No release by Holder of any security for payment
      of
      the Indebtedness or any modification or restructuring in respect of any lien
      or
      security interest held or at any time obtained or acquired by Holder for payment
      of such Indebtedness shall operate to release, discharge, impair or alter the
      liability of any Party liable at any time directly or indirectly for payment
      of
      such Indebtedness.

     

    5. Renewal
      and Modification.
      Issuer
      further agrees that the Indebtedness may be from time to time, extended,
      renewed, modified, rearranged, or evidenced by one or more other notes or
      obligations in substitution for this Note and upon and for such term or terms
      agreed to by Issuer and Holder in writing, and with or without notice to other
      Parties. Issuer agrees that upon and after such extension, renewal,
      modification, rearrangement, substitution, or other change in form of the
      Indebtedness, each of the other Parties shall remain liable in respect of the
      Indebtedness so renewed, extended, modified, rearranged, or otherwise evidenced
      in the same capacity and to the same extent as prior thereto. No release or
      discharge (in whole or in part) of any Party hereto by Holder shall in any
      manner impair, release, discharge, or alter the liability of any other
      Party.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6. Events
      of Default.
      Any one
      or more of the following events shall constitute an event of default (each,
      an
“Event
      of Default”)
      under
      this Note: (a) Issuer fails to timely pay as and when due any monetary
      obligation under this Note in accordance with the terms hereof; (b) Issuer’s
      assignment for the benefit of creditors, or filing of a petition in bankruptcy
      or for reorganization or to effect a plan or arrangement with creditors; (c)
      Issuer’s application for, or voluntary permission of, the appointment of a
      receiver of trustee for any or all Company property; (d) any action or
      proceeding described in the foregoing paragraphs (b) or (c) is commenced against
      Issuer and such action or proceeding is not vacated within sixty (60) days
      of
      its commencement; (e) Issuer’s dissolution or liquidation; and (f) an event of
      default under any other Investment Document shall have occurred.

     

    7. Rights
      and Remedies.
      Upon
      the occurrence, and during the continuation, of an Event of Default (a) all
      Indebtedness and all other amounts due and owing under this Note shall (at
      the
      option of Holder) immediately become due and payable without demand and without
      notice to Issuer, (b) Holder shall have all rights, powers and remedies set
      forth in the Investment Documents, as well as any and all rights and remedies
      available to it under any applicable law or as otherwise provided at law or
      in
      equity; and (c) Issuer shall pay to Holder, in addition to the sums stated
      above, the costs of collection, regardless of whether litigation is commenced,
      including reasonable attorneys’ fees.

     

    Holder
      may employ an attorney to enforce its rights and remedies hereunder and Issuer
      hereby agrees to pay Holder’s reasonable attorneys’ fees and other reasonable
      expenses, including reasonable expenses relating to any assistance provided
      by
      Holder to Issuer in resolving such defaults and amounts incurred by Holder
      in
      exercising any of Holder’s rights and remedies upon an Event of Default.
      Holder’s rights and remedies under this Note and the other Investment Documents
      shall be cumulative. Holder shall have all other rights and remedies not
      inconsistent herewith as provided under the Uniform Commercial Code as in effect
      in the State of Kansas, or otherwise by law, or in equity. No exercise by Holder
      of one right or remedy shall be deemed an election, and no waiver by Holder
      of
      any Event of Default shall be deemed a continuing waiver. No delay by Holder
      shall constitute a waiver, election, or acquiescence by it.

     

    8. Revival
      and Reinstatement of Note.
      To the
      extent that any payment to Holder or any payment or proceeds of any collateral
      received by Holder in reduction of the Indebtedness is subsequently invalidated,
      declared to be fraudulent or preferential, set aside or required to be repaid
      to
      a trustee, to Issuer (or Issuer’s successor) as a debtor-in-possession, or to a
      receiver or any other party under any bankruptcy law, state or federal law,
      common law or equitable cause, then the portion of the Indebtedness intended
      to
      have been satisfied by such payment or proceeds shall remain due and payable
      hereunder, be evidenced by this Note, and shall continue in full force and
      effect as if such payment or proceeds had never been received by Holder whether
      or not this Note has been marked “paid” or otherwise canceled or satisfied or
      has been delivered to Issuer, and in such event Issuer shall be immediately
      obligated to return the original Note to Holder and any marking of “paid” or
      other similar marking shall be of no force and effect.

     

    9. Authority.
      Issuer
      warrants and represents that the persons or officers who are executing this
      Note
      and the other Investment Documents on behalf of Issuer have full right, power
      and authority to do so, and that this Note and the other Investment Documents
      constitute valid and binding documents, enforceable against Issuer in accordance
      with their terms, and that no other person, entity, or party is required to
      sign, approve, or consent to, this Note.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    10. Governing
      Law; Consent to Forum.
      This
      Note shall be governed by the laws of the State of Kansas without giving effect
      to any choice of law rules thereof; provided,
      however,
      that if
      any of the collateral securing the Indebtedness shall be located in any
      jurisdiction other than Kansas, the laws of such jurisdiction shall govern
      the
      method, manner and procedure for foreclosure of Holder’s security interest, lien
      or mortgage upon such collateral and the enforcement of Holder’s other remedies
      in respect of such collateral to the extent that the laws of such jurisdiction
      are different from or inconsistent with the laws of Kansas. AS PART OF THE
      CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, ISSUER HEREBY CONSENTS TO THE
      JURISDICTION OF ANY STATE COURT LOCATED WITHIN JOHNSON COUNTY, KANSAS OR FEDERAL
      COURT IN THE DISTRICT OF KANSAS, AND WAIVES PERSONAL SERVICE OF ANY AND ALL
      PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
      CERTIFIED OR REGISTERED MAIL AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
      UPON ACTUAL RECEIPT THEREOF. ISSUER WAIVES ANY OBJECTION TO JURISDICTION AND
      VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT
      TO
      ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. ISSUER FURTHER AGREES
      NOT TO ASSERT AGAINST HOLDER (EXCEPT BY WAY OF A DEFENSE OR COUNTERCLAIM IN
      A
      PROCEEDING INITIATED BY HOLDER) ANY CLAIM OR OTHER ASSERTION OF LIABILITY WITH
      RESPECT TO THIS NOTE, THE OTHER INVESTMENT DOCUMENTS, HOLDER’S CONDUCT OR
      OTHERWISE IN ANY JURISDICTION OTHER THAN THE FOREGOING
      JURISDICTIONS.

     

    11. WAIVER
      OF JURY TRIAL AND COUNTERCLAIMS.
      TO THE
      FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR CONSIDERATION
      TO HOLDER, ISSUER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH HOLDER ALSO
      WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR IN ANY COUNTERCLAIM OF ANY KIND
      ARISING OUT OF OR OTHERWISE RELATING TO THIS NOTE, THE INDEBTEDNESS, THE
      COLLATERAL SECURING THE INDEBTEDNESS, OR THE HOLDER’S CONDUCT IN RESPECT OF ANY
      OF THE FOREGOING.

     

    12. Transfer
      of Note.
      Issuer
      shall not transfer any obligations hereunder without Holder’s prior written
      consent, which may be withheld in Holder’s sole and absolute discretion. With
      the prior written consent of Issuer, which shall not be unreasonably withheld,
      conditioned, or delayed, Holder may participate, sell, assign, transfer or
      otherwise dispose of all or any portion of its interest in this Note (including
      Holder’s rights, title, interests, remedies, powers and duties hereunder) to a
      purchaser, participant, any syndicate, or any other Person (each, a
“Note
      Purchaser”).
      In
      connection with any such disposition (and thereafter), Holder may, with adequate
      safeguards of confidentiality in a manner satisfactory to Issuer, disclose
      any
      financial information Holder may have concerning Issuer to any such Note
      Purchaser or potential Note Purchaser.

     

    13. Further
      Assurances.
      Issuer
      agrees to execute and deliver such further documents and to do such other acts
      as Holder may request in order to effect or carry out the terms of this Note
      and
      the other Investment Documents and the due performance of Issuer’s obligations
      hereunder and thereunder.

     

    14. Relationship
      to Security Agreement.
      This
      Note shall be entitled to the benefits of, shall be construed in accordance
      with
      any Security Agreement securing the Indebtedness.

     

    15. Miscellaneous.

     

    (a) Time
      is
      of the essence with respect to this Note.

     

    (b) Issuer
      hereby waives presentment, demand, protest, and notice of dishonor and protest.
      No waiver of any right or remedy of the Holder under this Note shall be valid
      unless in a writing executed by the Holder and any such waiver shall be
      effective only in the specific instance and for the specific purpose given.
      All
      rights and remedies of the Holder of this Note shall be cumulative and may
      be
      exercised singly, concurrently, or successively. 


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (c) Unless
      otherwise provided herein, any notice required or permitted to be given
      hereunder shall be given by Issuer to the Holder or the Holder to the Company
      in
      accordance with the Notes Purchase Agreement.

     

    (d) Any
      provision of this Note that is prohibited or unenforceable in any jurisdiction
      shall be ineffective to the extent of such prohibition or unenforceability
      without invalidating the remaining provisions hereof in that jurisdiction or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    (e) This
      Note
      and the other Investment Documents collectively: (i) constitute the final
      expression of the agreement between Issuer and Holder concerning the
      Indebtedness; (ii) contain the entire agreement between Issuer and Holder
      respecting the matters set forth herein and in the other Investment Documents;
      and (iii) may not be contradicted by evidence of any prior or contemporaneous
      oral agreements or understandings between Issuer and Holder. Neither this Note
      nor any of the terms hereof may be terminated, amended, supplemented, waived
      or
      modified orally, but only by an instrument in writing executed by the party
      against which enforcement of the termination, amendment, supplement, waiver
      or
      modification is sought. 

     

    (f) If
      there
      is a conflict between or among the terms, covenants, conditions or provisions
      of
      this Note and the other Investment Documents, then any term, covenant, condition
      and/or provision that Holder may elect to enforce from time to time so as to
      enlarge the interest of Holder in its security for the Indebtedness, afford
      Holder the maximum financial benefits or security for the Indebtedness, and/or
      provide Holder the maximum assurance of payment of the Indebtedness and the
      Indebtedness in full, shall control. ISSUER ACKNOWLEDGES AND AGREES THAT IT
      HAS
      BEEN PROVIDED WITH SUFFICIENT AND NECESSARY TIME AND OPPORTUNITY TO REVIEW
      THE
      TERMS OF THIS NOTE AND EACH OF THE INVESTMENT DOCUMENTS WITH ANY AND ALL COUNSEL
      IT DEEMS APPROPRIATE, AND THAT NO INFERENCE IN FAVOR OF, OR AGAINST, HOLDER
      OR
      ISSUER SHALL BE DRAWN FROM THE FACT THAT EITHER SUCH PARTY HAS DRAFTED ANY
      PORTION OF THIS NOTE OR ANY OF THE INVESTMENT DOCUMENTS.

     

    (g) The
      terms
“include”, “including” and similar terms shall be construed as if followed by
      the phrase “without being limited to.” The term “or” has, except where otherwise
      indicated, the inclusive meaning represented by the phrase “and/or.” Words of
      masculine, feminine or neuter gender shall mean and include the correlative
      words of the other genders, and words importing the singular number shall mean
      and include the plural number, and vice versa. All article, section, schedule,
      and exhibit captions are used for convenient reference only and in no way
      define, limit or describe the scope or intent of, or in any way affect, any
      such
      article, section, schedule, or exhibit. Unless the context of this Note clearly
      requires otherwise, references to the plural include the singular, references
      to
      the singular include the plural. Any reference in this Note or in the Investment
      Documents to this Note or to any of the Investment Documents shall include
      all
      alterations, amendments, changes, extensions, modifications, renewals,
      replacements, substitutions, and supplements thereto and thereof, as applicable.
      An Event of Default shall “continue” or be “continuing” until such Event of
      Default has been waived in writing by Holder or completely cured in accordance
      with the terms of the applicable Investment Documents.

     

    [The
      remainder of this page is intentionally blank. Signature page
      follows.]


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      Issuer
      has executed and delivered this Note as of the date first stated
      above.

     

    
      	
              ISSUER:

            
	 
	
              WITS
                BASIN PRECIOUS MINERALS INC.

            
	 	 
	
              By:

            	
              /s/
                Mark D Dacko

            
	
              Name:

            	
              Mark
                D. Dacko

            
	
              Title:

            	
              Chief
                Financial Officer