EXHIBIT
10.1

     

    ASSET
PURCHASE AGREEMENT

     

    by
and among

     

    CENTRAL
CITY CONSOLIDATED MINING CORP., a Colorado corporation

     

    HUNTER
GOLD MINING INC., a Colorado corporation,

     

    HUNTER
GOLD MINING CORP., a British Columbia corporation,

     

    GEORGE
OTTEN, a resident of Colorado

     

    and

     

    WITS
BASIN PRECIOUS MINERALS INC., a Minnesota corporation

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          	 
      	
                  Page

                
	 	 
	
                  Article
      1 Purchase and Sale of Assets

                	
                  2

                
	
                  1.1

                	
                  Purchased
      Assets

                	
                  2

                
	
                  1.2

                	
                  Excluded
      Assets

                	
                  3

                
	
                  Article
      2 Assumption of Liabilities

                	
                  3

                
	
                  Article
      3 Letter Option

                	
                  3

                
	
                  3.1

                	
                  Letter
      Option

                	
                  3

                
	
                  3.2

                	
                  Purchase
      Price

                	
                  4

                
	
                  3.3

                	
                  The
      Closing; Payment of Purchase Price

                	
                  4

                
	
                  3.4

                	
                  Intentionally
      deleted

                	
                  4

                
	
                  3.5

                	
                  Intentionally
      deleted

                	
                  5

                
	
                  3.6

                	
                  Method
      of Payment

                	
                  5

                
	
                  3.7

                	
                  Intentionally
      deleted

                	
                  5

                
	
                  3.8

                	
                  Allocation
      of Purchase Price

                	
                  5

                
	
                  3.9

                	
                  Sales
      and Use Taxes; Other Expenses

                	
                  5

                
	
                  Article
      4 Representations and Warranties of the Sellers and the
      Covenantors

                	
                  6

                
	
                  4.1

                	
                  Organization
      and Good Standing

                	
                  6

                
	
                  4.2

                	
                  Authority;
      Binding Obligation

                	
                  6

                
	
                  4.3

                	
                  No
      Conflict

                	
                  6

                
	
                  4.4

                	
                  Title,
      Sufficiency and Condition of Assets

                	
                  7

                
	
                  4.5

                	
                  Acquired
      Real Property

                	
                  8

                
	
                  4.6

                	
                  Environmental
      Matters

                	
                  9

                
	
                  4.7

                	
                  Restrictive
      Covenants

                	
                  11

                
	
                  4.8

                	
                  Brokers

                	
                  11

                
	
                  4.9

                	
                  Disclosure

                	
                  11

                
	
                  Article
      5 Representations and Warranties of Purchaser

                	
                  11

                
	
                  5.1

                	
                  Organization
      and Good Standing

                	
                  11

                
	
                  5.2

                	
                  Authority;
      Binding Obligation

                	
                  11

                
	
                  5.3

                	
                  Compliance
      with Other Instruments

                	
                  11

                
	
                  5.4

                	
                  Litigation

                	
                  11

                
	
                  5.5

                	
                  Consents

                	
                  12

                
	
                  5.6

                	
                  Court
      Orders, Decrees and Laws

                	
                  12

                
	
                  5.7

                	
                  Shares
      Duly and Validly Issued

                	
                  12

                
	
                  Article
      6 Covenants

                	
                  12

                
	
                  6.1

                	
                  Access
      and Information

                	
                  12

                
	
                  6.2

                	
                  Confidentiality

                	
                  12

                
	
                  6.3

                	
                  Real
      Property

                	
                  13

                
	
                  6.4

                	
                  General
      Discharge of Environmental Liabilities

                	
                  14

                
	
                  6.5

                	
                  Notification
      of Certain Matters

                	
                  16

                
	
                  6.6

                	
                  Conditions

                	
                  16

                
	
                  6.7

                	
                  Maintenance
      of Good Standing

                	
                  16

                
	
                  Article
      7 Agreement on Letter Option

                	
                  16

                
	
                  Article
      8 Conditions Precedent to Purchaser’s Obligations

                	
                  16

                
	
                  8.1

                	
                  Board
      Approval

                	
                  16

                
	
                  8.2

                	
                  Representations
      and Warranties

                	
                  17

                
	
                  8.3

                	
                  Absence
      of Litigation

                	
                  17

                
	
                  8.4

                	
                  Permit
      Assignments

                	
                  17

                
	
                  8.5

                	
                  Consents
      and Approvals

                	
                  17

                


        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        	
                8.6

              	
                Opinion
      of Sellers’ Counsel

              	
                17

              
	
                8.7

              	
                Title
      Evidence; Title Policy

              	
                17

              
	
                8.8

              	
                Receipt
      of Other Seller Deliveries

              	
                17

              
	
                8.9

              	
                Absence
      of Changes

              	
                17

              
	
                8.10

              	
                Assignment

              	
                17

              
	
                Article
      9 Conditions Precedent to the Sellers’ and Covenantors’
      Obligations

              	
                18

              
	
                9.1

              	
                Representations
      and Warranties

              	
                18

              
	
                9.2

              	
                Absence
      of Litigation

              	
                18

              
	
                9.3

              	
                Consents
      and Approvals

              	
                18

              
	
                9.4

              	
                Opinion
      of Purchaser’s Counsel

              	
                18

              
	
                9.5

              	
                Receipt
      of Other Closing Deliveries

              	
                18

              
	
                Article
      10 Closing Deliveries

              	
                18

              
	
                10.1

              	
                Deliveries
      by Sellers

              	
                18

              
	
                10.2

              	
                Deliveries
      by Purchaser

              	
                18

              
	
                Article
      11 Termination Before Closing

              	
                19

              
	
                Article
      12 Indemnification

              	
                19

              
	
                12.1

              	
                Indemnification
      by Sellers

              	
                19

              
	
                12.2

              	
                Definition
      of “Damages”

              	
                19

              
	
                12.3

              	
                Limitation
      of Liability of Sellers and Covenantors

              	
                19

              
	
                12.4

              	
                Indemnification
      by Purchaser

              	
                19

              
	
                12.5

              	
                Claims
      Period

              	
                20

              
	
                12.6

              	
                Payment
      of Indemnification Claim

              	
                20

              
	
                12.7

              	
                Exclusive
      Remedy

              	
                21

              
	
                Article
      13 General Provisions

              	
                21

              
	
                13.1

              	
                No
      Publicity

              	
                21

              
	
                13.2

              	
                Knowledge
      Convention

              	
                21

              
	
                13.3

              	
                Reservation
      of Rights

              	
                21

              
	
                13.4

              	
                Further
      Acts and Assurances

              	
                21

              
	
                13.5

              	
                Notices

              	
                21

              
	
                13.6

              	
                Governing
      Law

              	
                23

              
	
                13.7

              	
                Construction

              	
                23

              
	
                13.8

              	
                Dispute
      Resolution

              	
                23

              
	
                13.9

              	
                No
      Reliance

              	
                24

              
	
                13.10

              	
                Saturdays,
      Sundays and Legal Holidays

              	
                24

              
	
                13.11

              	
                Binding
      Agreement

              	
                24

              
	
                13.12

              	
                Headings

              	
                24

              
	
                13.13

              	
                Modification
      and Waiver

              	
                24

              
	
                13.14

              	
                Severability

              	
                24

              
	
                13.15

              	
                Access
      to Records

              	
                25

              
	
                13.16

              	
                Discretion

              	
                25

              
	
                13.17

              	
                Counterparts;
      Facsimile Signatures

              	
                25

              
	
                13.18

              	
                Entire
      Agreement

              	
                25

              


      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    
 

    ASSET PURCHASE
AGREEMENT

     

    THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and
entered into as of this 20th day of September, 2006, by and among Wits Basin
Precious Minerals Inc., a corporation organized under the laws of the State of
Minnesota (the “Purchaser”), Central City
Mining Corp., a corporation organized under the laws of the State of Colorado
and George Otten, a resident of Colorado, (collectively, the “Sellers” and each
individually as a
“Seller”), and Hunter Gold Mining Corp., a corporation organized under
the laws of the Province of British Columbia, Canada, Hunter Gold Mining Inc, a
corporation organized under the laws of the state of Colorado (collectively the
“Covenantors” and each a
“Covenantor”).

     

    INTRODUCTION

     

    A.           Sellers
and the Covenantors collectively own or control, among other things, certain
real estate and mining claims commonly known as the “Bates-Hunter Mine and the Golden
Gilpin Mill”, and associated real and personal property assets,
including, but not limited to, a dewatering plant, mining properties, claims,
permits and all ancillary equipment, as then same are held and may be replaced
or improved from time to time, including further, all assets as set forth in
that certain report by Steven A. Tedesco dated March, 1997, which includes
operations conducted at the facilities identified on or about any of the
foregoing or as may be listed on Schedule 1.1(a) to this
Agreement (the “Assets”).

     

    B.           Sellers
and the Covenantors collectively also hold certain permit and contract rights
relating to the Assets, certain liabilities pursuant to that certain one percent
net smelter return royalty payable to the Goldrush Casino and Mining
Corporation, which is limited to a maximum of US $1,500,000 for the life of said
royalty agreement, as set forth on Schedule A-2 of this Agreement
(the “Royalty
Contract”), upon the terms and conditions set forth in Article 2 of this
Agreement, which were also intended by Sellers to be transferred with the
Assets, pursuant to the Letter Option, as defined below.

     

    C.           Sellers
and/or the Covenantors together have previously entered into a letter agreement
dated December 2, 2003, whereby Covenantors (on behalf of themselves and/or
Sellers) had granted an option to Ken Swaisland (“Swaisland”), whereby Swaisland
had the right to purchase the Assets under the terms and conditions contained
therein (the “Swaisland
Option”), which option was subsequently amended by those certain letter
amendments dated January 14, 2004 and August 4, 2004, which option was assigned
to Cardinal Minerals, Inc., by assignment dated January 26, 2004, which
assignment was later terminated and cancelled in its entirety by Swaisland dated
on or about June 22, 2004, and which option, as amended, was purportedly
assigned to Purchaser by Swaisland by assignment dated August 12, 2004,
notwithstanding that the Swaisland Option had already expired as of that date.
However, the Purchaser, Sellers and Covenantors have entered into a separate
option agreement in letter form in substantially the same terms as the Swaisland
Option (as amended), which option agreement was further amended by Letter
Amendments dated  October 26, 2004, December 8, 2004, January 11,
2005, and January 20, 2005 (as so amended, the “Letter Option”).

     

    D.           Purchaser,
Sellers and Covenantors desire to extend and restate the Letter Option, and to
purchase and sell the Purchased Assets as hereafter defined upon the terms and
conditions set forth in this Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing facts and premises hereby made a
part of this Agreement, and the representations, warranties, covenants and
agreements contained herein, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
1

    Purchase
and Sale of Assets

     

    1.1           Purchased
Assets.  Subject to the terms and conditions set forth in this
Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and
Purchaser hereby agrees to purchase and accept from Sellers, at and as of the
Closing Date (as such term is defined below in Section 3.2(a)), all of
Sellers’ right, title and interest in and to the following properties, assets
and rights existing as of the date hereof (collectively, the “Purchased
Assets”):

     

    (a)           The
Bates-Hunter Mine and the Golden Gilpin Mill and related real estate and real
estate based mining claims (the “Acquired Real
Property”);

     

    (b)           water
treatment plant;

     

    (c)           surface
real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c);

     

    (d)           all
mining claims as shown on the ownership list shown on the attached Schedule 1.1(c);

     

    (e)           all
mining permits and water rights;

     

    (f)           all
ancillary equipment used in any of the foregoing, to include all machinery,
fixtures, furniture, equipment, materials, parts, supplies, tools and other
tangible property owned or controlled by Seller and/or Covenantors, used in
connection with the Purchased Assets and located on or about the Acquired Real
Property (the “Purchased
Equipment”) as set forth on the attached Schedule 1.1(f);

     

    (g)           all
rights under: (i) contracts relating to or creating rights with respect to the
Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the
extent assignable, all other contracts and agreements, whether oral or written,
used by Sellers and/or Covenantors in the operation of the Purchased Assets and
set forth on Schedule 1.1(g)(the “Contracts”);

     

    (h)           all
permits, authorizations and licenses used by Sellers and/or Covenantors
exclusively in the management or operation of the Purchased Assets;

     

    (i)           all  books,
records, files and papers relating exclusively to the Purchased Assets created
at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers
and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate
minute books and related corporate records, and books, records, files and papers
not otherwise relating exclusively to the Purchased Assets;

     

    (j)           any
and all other properties, assets and rights of Sellers and/or Covenantors which
are used exclusively in the management or operation of the Purchased Assets not
expressly described, listed or referred to in Section 1.2 below.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    1.2          Excluded
Assets.  The following properties, assets and rights shall not
be transferred to Purchaser and shall not be included within the definition of
Purchased Assets (collectively, the “Excluded
Assets”):

     

    (a)           all
cash, including but not limited to petty cash, money-market, checking, savings
and similar type accounts, and cash equivalents of Sellers as of the Closing
Date;

     

    (b)           all
of Sellers’ rights under contracts and agreements that do not constitute
Contracts; and

     

    (c)           all
of Sellers’ corporate books and records and tax returns, and all rights of
Sellers to any tax refunds, including tax refunds for periods prior to the
Closing Date relating to the Purchased Assets.

     

    Article
2

    Assumption
of Liabilities

     

    Subject
to the terms and conditions of this Agreement and contingent on the Closing
occurring, Purchaser shall assume and agree to pay and perform the obligations
of Sellers and Covenantors under the Contracts and the Royalty Contract arising
after the Closing Date.  Except as expressly provided herein,
Purchaser shall not assume any other obligation or liability of Sellers or
Covenantors that relates to or arises out of ownership or occupancy of the
Purchased Assets or Sellers’ or Covenantors’ operations, including but not
limited to Sellers’ and Covenantors’ respective operation of the Purchased
Assets, prior to the Closing Date, whether absolute or contingent, known or
unknown, contractual or otherwise, and specifically including but not limited to
any accounts payable, debt, tax liabilities, employee-benefit or pension-plan
liabilities, workers’ compensation liabilities, environmental liabilities, other
legal liabilities, union or union-related liabilities, employment obligations or
agreement, or any applicable change of control liabilities (collectively, the
“Excluded
Liabilities”).

     

    Article
3

    Letter
Option

     

    3.1          Letter
Option.  Sellers and Covenantors acknowledge, under the Letter
Option, the Purchaser’s investment of the following sums and improvements to the
Purchased Assets, including the Acquired Real Property in consideration of the
grant of the option:

     

    (a)           $315,000.00
aggregate cash payment, for “Phase I” of the Schedule A work program (as set
forth in the O’Gorman Report work program as shown on Schedule 3.1(a) (the
“Work Program”)), paid
to Gregory Gold Producers Inc.

     

    (b)           $300,000.00
cash payment paid to Gregory Gold Producers, Inc., on or about January 31,
2005.

     

    (c)           $300,000.00
cash payment paid to Gregory Gold Producers, Inc., on or about May 30,
2006.

     

    (d)           $265,000.00
cash payment paid to Gregory Gold Producers, Inc., on or about August 31,
2006.

     

    (All amounts set forth in this Section
3.1, plus other due diligence costs expended by Purchaser, including but not
limited to improvements to the assets, attorney’s fees, title and survey costs,
environmental report fees and similar acquisition expenses which are in excess
of $800,000, are referred to herein as the “Due Diligence
Costs”)

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    The
parties hereto specifically agree that, to the extent that any of the Work
Program results in mineral assets and/or sludge by-products (the “Interim Assets”), the Seller
hereby specifically conveys to Purchaser full title to and authority to sell
such Interim Assets in any manner that Purchaser shall deem to be reasonable,
and Purchaser shall be entitled to retain all income from such sale(s) including
any amount by which such income exceeds such amounts paid by
Purchaser.

     

    3.2          Purchase Price. In
the event that Purchaser elects to proceed to closing, as and for the purchase
price of the Purchased Assets, Purchaser agrees to pay and Sellers agree to
accept the sum of Six Million Seven Hundred Fifty Thousand Canadian Dollars
($6,750,000.00 CDN) plus Three Million Six Hundred Twenty Thousand (3,620,000)
unregistered and restricted shares of the .01 par value common capital stock of
Purchaser payable as set out in Section 3.3 hereof (the “Purchase Price”).

     

    3.3          The Closing; Payment of
Purchase Price.

     

    (a)           The
closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by
the exchange of Closing documents by Sellers and Purchaser on November 30, 2006,
or on such other date mutually agreeable to Purchaser and Sellers (“Closing Date”).  The
Closing will be effective as of the close of business on November 30,
2006.

     

    (b)           Subject
to the terms and conditions set forth in this Agreement, the parties agree to
consummate, on the Closing Date, the transactions described below.

     

    (i)          Sellers
will assign and transfer to Purchaser good, valid and marketable title in and to
the Purchased Assets, free and clear of all Liens (as defined in Section 4.4(a)
below) by delivering to Purchaser (A) a bill of sale and assignment in
substantially the form attached hereto as Exhibit A (the “Bill of Sale”), and (B)
warranty deeds in substantially the form attached as Exhibit B (the “Deeds”).

     

    (ii)         Purchaser
shall deliver to Sellers (or
Sellers’ nominee) (i) the sum of Two Hundred Fifty Thousand Canadian
Dollars ($250,000.00 CDN), (ii) a note payable to Sellers (or Sellers’ nominee) in the
original principal amount of Six Million Five Hundred Thousand Canadian Dollars
($6,500,000.00 CDN) in the form of Exhibit C hereto and hereby
made a part hereof (“Note”), (iii) a deed of trust
in the form of Exhibit D
hereto and hereby made a part hereof with George Otten (or other Sellers’ nominee) as
the trustee for the Sellers securing the Note (the
“Deed of Trust”), and
(iv) Three Million Six Hundred Twenty Thousand (3,620,000) shares of the
unregistered and restricted .01 par value common capital stock of the
Purchaser.

     

    (iii)        Each
of the parties shall deliver the documents required to be delivered to the other
party or parties hereunder.

     

    (iv)        Each
Seller shall deliver to Purchaser an Escrow Agreement in the form of Exhibit E hereto (the “Escrow Agreement”) and a
Representation and Stock Restriction Agreement in the form of Exhibit F hereto (the “Representation and Stock Restriction
Agreement”).

     

    3.4           Intentionally
deleted.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    3.5           Intentionally
deleted.

     

    3.6           Method of
Payment.  Any cash amounts payable hereunder shall be paid by
wire transfer of immediately available funds to an account designated by the
intended recipient or as otherwise indicated.

     

    3.7           Intentionally
deleted.

     

    3.8           Allocation of Purchase
Price.  Each party hereto agrees to report to the Internal
Revenue Service such information concerning the allocation of Purchase Price as
may be required by Section 1060 of the Internal Revenue Code of 1986, as amended
(the “Code”).  Each party
agrees that it will adopt and utilize such agreed values for purposes of
completing and filing Form 8594 for federal income tax purposes.  No
party hereto will voluntarily take any position inconsistent therewith upon
examination of its respective federal tax return, in any claim, in any
litigation or otherwise with respect to such tax return. The specific allocation
of the Purchase Price shall be as set forth below (the “Allocation
Schedule”).

     

    
      
        
          	
                  $_________________
      land

                	
                  $_________________
      equipment

                
	 
      	 
      
	
                  $_________________
      buildings

                	
                  $_________________
      goodwill

                
	 
      	 
      
	
                  $_________________
      contract rights

                	
                  $_________________
      mining claims

                
	 
      	 
      
	
                  $_________________
      water rights

                	
                  $_________________
      mining permits

                


        

      

    

     

    3.9          Sales and Use Taxes; Other
Expenses.

     

    (a)           Notwithstanding
anything in this Agreement to the contrary, Sellers shall pay the cost of all
state and local sales and use taxes, if any, transfer taxes and documentary
stamp taxes associated with the sale and conveyance of the Purchased Assets
pursuant to this Agreement.

     

    (b)           On
or prior to the Closing, Sellers shall pay the full amount of any assessments on
the Acquired Real Property that have been levied for periods prior to or that
are pending as of the Closing Date. State and local real and personal property
taxes, including any utility, water and sewer charges at the Acquired Real
Property, shall be prorated between Sellers and Purchaser as of the Closing Date
on the basis of the tax bills payable during the year of the Closing or, as
applicable, utility bills for the period including the Closing Date. Purchaser
shall pay the full amount of such taxes and utility charges upon receipt of any
such bills for charges incurred for periods after the Closing Date, and Sellers,
within fifteen (15) days of notice from Purchaser, shall reimburse Purchaser for
the amount of Sellers’ pro rata share of such taxes and utility
charges.

     

    (c)           Except
as otherwise expressly provided in this Agreement, Sellers, Covenantors and
Purchaser shall each pay their own respective costs and expenses in connection
with this Agreement and the transactions contemplated by this Agreement,
including any finder’s fees, brokerage, legal, tax, and advisory fees and
expenses, or other commission arising by reason of any services rendered or
alleged to have been rendered to such party in connection with this Agreement or
the transactions contemplated by this Agreement.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Article
4

    Representations
and Warranties of the Sellers and the Covenantors

     

    To induce
Purchaser to enter into this Agreement, Sellers hereby jointly and severally
represent and warrant to Purchaser as indicated below.  In addition,
Covenantors jointly and severally (as between themselves, but only severally
with the Sellers) hereby make those representations and warranties to the
Purchaser as indicated below.

     

    4.1          Organization and Good
Standing.

     

    4.1.1        Central
City Mining Corp. is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of
incorporation.  Central City Mining Corp. has the requisite power to
own, operate, use and/or lease the Purchased Assets, as applicable, and to
conduct the operations of the Purchased Assets as presently being conducted by
it and/or by the Covenantors, including any and all permits required by any
public authority for such operations such as permits, or regulatory
authorizations.  Central City Mining Corp. is qualified or otherwise
authorized to transact business as a foreign corporation in the state of
Colorado.

     

    4.1.2        The
Covenantors are each corporations duly incorporated, validly existing and in
good standing under the laws of their respective jurisdictions of
incorporation.  The Covenantors each have the requisite power to own,
control, operate, use and/or lease the Purchased Assets, as applicable, and to
conduct the operations of the Purchased Assets to the extent presently being
conducted by it, including any and all permits required by any public authority
for such operations such as permits, or regulatory
authorizations.  Hunter Gold Mining Corp. is qualified or otherwise
authorized to transact business in the state of Colorado.

     

    4.1.3        George
Otten has the requisite power to own, operate, use and/or lease the Purchased
Assets, as applicable, and to conduct the operations of the Purchased Assets as
presently being conducted, including any and all permits required by any public
authority for such operations such as permits, or regulatory
authorizations.

     

    4.2          Authority; Binding
Obligation.  Each corporate Seller and Covenantor has the
requisite corporate power and authority to execute and deliver this Agreement
and perform its obligations hereunder.  Each corporate Seller’s and
Covenantor’s execution and delivery of this Agreement, and performance of its
covenants and agreements hereunder, have been duly authorized by all necessary
corporate action of each such corporate Seller and Covenantor.  This
Agreement has been duly executed and delivered by each Seller and Covenantor,
and constitutes a valid and binding obligation of each Seller and Covenantor,
and is enforceable against each Seller and Covenantor in accordance with its
terms.

     

    4.3          No
Conflict.

     

    (a)           Neither
the execution and delivery of this Agreement, nor the consummation or
performance of any of the transactions contemplated by this Agreement (such
transactions are collectively referred to hereinafter as the “Contemplated Transactions”)
will directly or indirectly (with or without notice or lapse of
time):  (i) contravene, conflict with or result in a violation of or
default under any provision of any corporate Seller’s or Covenantor’s articles
or certificate of incorporation or bylaws, or any resolution adopted by the
board of directors or shareholders of any corporate Seller or Covenantor; (ii)
contravene, conflict with or result in a violation of or default under, or give
any Governmental Body (as defined below) or other Person (as defined below) the
right to challenge any of the Contemplated Transactions or exercise any remedy
or obtain any relief under, any federal, state or local law, regulation,
ordinance or administrative order or any judgment or decree to which any Seller,
Covenantor and/or the Purchased Assets are subject; (iii) contravene, conflict
with or result in a violation or breach of or default under any provision of, or
give any Person the right to declare a default or exercise any remedy under, or
to accelerate the maturity or performance of, or to cancel, terminate or modify
any contract or other arrangement to which any Seller or Covenantor is a party
or by which any Seller or Covenantor is bound; or (iv) result in the creation of
any Lien of any kind or nature upon any of the Purchased Assets.  No
Seller or Covenantor is required to give any notice to or obtain any consent
from any Person in order for Sellers and Covenantors to consummate the
Contemplated Transactions, other than the approval of their respective
shareholders by special resolution.

     

    
      
         


      

      
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    (b)           For
purposes of this Agreement, the definitions set forth below shall
apply.

     

    (i)          The
term “Governmental Body”
means any (i) nation, state, city, town, village, district or other jurisdiction
of any nature; (ii) federal, state, provincial, local, municipal, foreign or
other government; (iii) governmental or quasi-governmental agency, branch,
department, official or entity and any court or other tribunal; (iv)
multi-national organization or body; or (v) any other body entitled to exercise
any administrative, executive, judicial, legislative, police, regulatory or
taxing authority or power of any nature.

     

    (ii)         The
term “Person” means any
individual, partnership, corporation, limited liability company, association,
joint-stock company, trust, joint venture, unincorporated organization or
association or a Governmental Body (or any department, agency or political
subdivision thereof).

     

    (iii)        The
term “Material Adverse
Effect” means an effect which could reasonably be expected to be
materially adverse to the operating results, business conditions or prospects of
the Purchased Assets.

     

    4.4          Title, Sufficiency and
Condition of Assets.

     

    (a)           On
or before Closing, Sellers will have good and marketable title to each asset
constituting the Purchased Assets, free and clear of any security interest,
mortgage, pledge, lien, charge, encumbrance, right of way, easement or adverse
claim of any kind or nature except for Liens (i) that will be terminated by
Sellers prior to the Closing, and (ii) rights of way, easements and other
restrictions of record affecting the Acquired Real Property that are reflected
on the Exception Documents (as defined in Section 6.3(c) (collectively, “Liens”). To the extent
that  Sellers do not presently have good, valid and marketable to any
asset constituting the Purchased Assets, Sellers shall diligently take such
actions as may be necessary and/or advisable to acquire such title prior to the
Closing Date.  On the Closing Date, Sellers will transfer to Purchaser
good, valid and marketable title to each asset constituting the Purchased
Assets, free and clear of all Liens.

     

    (b)           Except
as otherwise expressly represented in this Asset Purchase
Agreement,  Sellers make no representations as to the condition and
repair of the Purchased Assets and Purchased Assets are being sold to the
Purchaser strictly on an “As Is, Where Is” basis.  Purchaser
acknowledges that it has had full and ample opportunity to inspect the Purchased
Assets and to determine the suitability thereof for the Purchaser’s
purposes..

     

    
      
        
        

      

      
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    4.5          Acquired Real
Property.

     

    Sellers
and Covenantors represent and warrant as follows:

     

    (a)           Schedule
1.1(a) contains a description of all real property owned or controlled by
Sellers and Covenantors and used in the management or operation of the Purchased
Assets;

     

    (b)           On
or before Closing, Sellers will have good, valid, marketable, indefeasible, fee
simple title to all of the Purchased Assets including, without limitation, the
Acquired Real Property;

     

    (c)           Sellers
have access to public roads or valid perpetual easements over private streets or
private property for ingress to and egress from the Acquired Real
Property;

     

    (d)           Except
as reflected on the Surveys, none of the structures or improvements on the
Acquired Real Property encroaches upon real property of another person, and no
structure or improvement of any other person substantially encroaches upon any
of the Acquired Real Property, except for such encroachments that would not
have, individually or in the aggregate, a material adverse effect on the value
or present use of the Acquired Real Property;

     

    (e)           The
Acquired Real Property is not subject to any Liens, other than Liens for current
taxes not yet due, Liens to be discharged at Closing, and rights of way,
easements and other restrictions of record that do not have a Material Adverse
Effect and are reflected on the Exception Documents;

     

    (f)           
Sellers and Covenantors have received no notice of actual or threatened special
assessments or reassessments of the Acquired Real Property.

     

    (g)           Except
as necessary to acquire good, valid and marketable title prior to the Closing
Date, Sellers and Covenantors have not entered into any other contracts for the
sale of the Purchased Assets, nor are there any contracts for sale, rights of
first refusal, rights of first offer or options to purchase the Purchased
Assets, or any other rights of others that might prevent the consummation of the
transactions contemplated by this Agreement.

     

    (h)           Sellers
and Covenantors are not in default concerning any of their obligations or
liabilities regarding the Purchased Assets.

     

    (i)           
No Seller is a “foreign person”, “foreign partnership”, “foreign trust” or
“foreign estate” as those terms are defined in Section 1445 of the
Code.

     

    (j)           
There are no claims, actions, suits, proceedings or investigations pending or,
to the knowledge of any Seller or Covenantor, threatened by any governmental
department or agency, or any corporation, partnership, entity or person, which
in any manner or to any extent may affect: (i) the Acquired Real Property, (ii)
Sellers’ right, title and interest in and to any part or all of the Acquired
Real Property, or (iii) Sellers’ ability to vest in Purchaser a fee simple
ownership interest in the Purchased Assets, including the Acquired Real
Property,  free and clear of any and all liens (other than liens for
current taxes not yet due), claims, encumbrances and rights of
redemption.

     

    (k)           Except
as reflected in the Surveys, and except for the site within the Acquired Real
Property on which the mill and related structures are located, the Acquired Real
Property is not in a designated wetland, flood plain or flood insurance
area.

     

    
      
         


      

      
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    (l)           
As at the Closing, there will be no other matters affecting the Acquired Real
Property or, to the knowledge of any Seller or Covenantor, threatened which
might reasonably be expected to have a Material Adverse Effect on the value,
marketability or present use of the Acquired Real Property.

     

    4.6          Environmental
Matters.

     

    (a)           As
used in this Section 4.6, the following terms shall have the following
meanings:

     

    (i)          “Hazardous Materials” means any
dangerous, toxic or hazardous pollutant, contaminant, chemical, waste, material
or substance regulated by any federal, state or local law, statute, code,
ordinance, regulation, rule or other requirement relating to such substance. For
purposes of this representation in Section 4.6 only and for no other purpose in
this document, the definition of Hazardous Materials shall (i) only apply to
laws, statutes, codes, ordinances, regulations, rules or other requirements in
effect as of the date of the Closing and (ii) not include any soaps or fatty
acids used during the pilot production tests carried out by the Sellers and/or
Covenantors during their respective ownership and/or control of the Real
Property.

     

    (ii)          “Environmental Laws” means all
applicable federal, state and local laws, rules, regulations, codes, ordinances,
orders, decrees, directives, permits, licenses and judgments relating to
pollution, contamination or protection of the environment (including, without
limitation, all applicable federal, state and local laws, rules, regulations,
codes, ordinances, orders, decrees, directives, permits, licenses and judgments
relating to Hazardous Materials). For purposes of this representation in Section
4.6 only and for no other purpose in this document, the definition of
Environmental Laws shall only apply to laws, statutes, codes, ordinances,
regulations, rules or other requirements in effect as of the date of the
Closing.

     

    (iii)          “Release” shall mean the
spilling, leaking, disposing (including without limitation the abandonment or
discarding of barrels, containers, and other closed receptacles containing any
Hazardous Material), discharging, emitting, depositing, ejecting, leaching,
escaping, dumping, pumping, or any other release, however defined, whether
intentional or unintentional, of any Hazardous Material. Release shall not
include disposal of Hazardous Materials in compliance with Environmental
Laws.

     

    (b)           To
the best of the knowledge of each Seller and each Covenantor, and except as has
been disclosed to Purchaser, the Real Property is in material compliance with
all applicable Environmental Laws.

     

    (c)           To
the best of the knowledge of each Seller and each Covenantor, Sellers and/or
Covenantors have obtained and maintained in full force and effect all
environmental permits, licenses, certificates of compliance, approvals and other
authorizations (collectively, the “Environmental Permits”),
including without limitation those set forth in Schedule 4.6, necessary to
conduct mining operations on the Real Property, and has provided to Purchaser a
copy of each such Environmental Permit.  To the best of the knowledge
of each Seller and each Covenantor, Sellers and Covenantors have conducted such
operations in material compliance with all terms and conditions of the
Environmental Permits.  To the best of the knowledge of each Seller
and each Covenantor, with respect to the Acquired Real Property and any mining
operations thereon carried out by them, Sellers and Covenantors have filed all
reports and notifications required to be filed under and pursuant to all
applicable Environmental Laws.

     

    
      
         


      

      
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    (d)           To
the best of the knowledge of each Seller and each Covenantor, (i) except in
material compliance with all applicable laws, no materials have been generated,
treated, contained, handled, located, used, manufactured, processed, buried,
incinerated, deposited, stored, or released by Sellers and/or Covenantors on,
under or about any part of the Acquired Real Property or at any other location
which, at the time such materials were in the possession or control of the
Sellers or the Covenantors (as the case may be) would have met the definition of
Hazardous Materials , (ii) the Acquired Real Property and any improvements
thereon, contain no asbestos, urea formaldehyde, or polychlorinated biphenyls
(PCBs), and (iii) no aboveground or underground storage tanks which now or
formerly held any materials which, at the time they were in the possession or
control of the Sellers or Covenantors, would have met the definition of
Hazardous Materials are located on, under or about the Real Property, or have
been located on, under or about the Real Property and then subsequently been
removed or filled.

     

    (e)           No
Seller or Covenantor has received written notice, and except has been disclosed
to Purchaser, no Seller has knowledge of any threatened notice, alleging in any
manner that any Seller or Covenantor might be potentially responsible for any
Release of Hazardous Materials which is alleged to have occurred during the
ownership or control of the Real Property (or any portion thereof) by the
Sellers or the Covenantors respectively, or any costs arising under
Environmental Laws with respect thereto.

     

    (f)           To
the best of the knowledge of each Seller and each Covenantor, and except has
been disclosed to Purchaser, no portion of the Real Property is or has been
listed on the United States Environmental Protection Agency National Priorities
List of Hazardous Waste Sites or equivalent state list or any other list,
schedule, law, inventory or record of hazardous or solid waste sites maintained
by any federal, state or local agency.  Purchaser acknowledges that
the Sellers and Covenantors have disclosed that the entire region in which the
Real Property is situate has been placed upon the United States Environmental
Protection Agency National Priorities List of Hazardous Waste
Sites.

     

    (g)           Sellers
have disclosed and delivered to Purchaser all environmental reports which
Sellers and/or Covenantors have obtained or ordered with respect to the Real
Property.

     

    (h)           Excluding
the tailings, the tailings ponds and any other portion of the Real Property from
which mined material was taken or onto which mined material was placed, to the
best of the knowledge of each Seller and each Covenantor, no part of the Real
Property has been used as a landfill, dump or other disposal, storage, transfer,
handling or treatment area for materials which, at the time they were in the
possession or control of the Sellers or Covenantors, would have met the
definition of Hazardous Materials, or a facility for selling, dispensing,
storing, transferring, disposing or handling petroleum and/or petroleum
products, except in connection with the storage, handling and use of Hazardous
Materials and petroleum products in the routine and ordinary conduct of
operations on the Acquired Real Property and in compliance with applicable
Environmental Laws.  Neither the Sellers nor the Covenantors make any
representations concerning any materials which were mined, processed or
otherwise deposited on the Real Property prior to the time when the Sellers
and/or the Covenantors (as the case may be) owned and controlled the Real
Property, nor do the Sellers or Covenantors make any representation in respect
of any activities carried out at the request and/or direction of, or under the
supervision of, the Purchaser or its affiliates.

     

    (i)         
  To the best of the knowledge of each Seller and each Covenantor, no
lien has been attached or filed against any of the Purchased Assets in favor of
any governmental or private entity for (i) any liability or imposition of costs
under or violation of any applicable Environmental Law; or (ii) any Release of
Hazardous Materials.

     

    
      
         


      

      
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    (j)     
      No Seller or Covenantor has used
perchloroethylene (tetrachloroethylene) on the Real Property, and knows of no
past use of such substances on the Real Property and knows of no incident(s)
where such substances may have been entered upon or disposed of on the Real
Property.

     

    4.7           Restrictive
Covenants.  Except as between the Sellers and the Covenantors,
no Seller is a party to any written contract, license agreement or other
restriction which limits the scope of the sale or use of the Purchased Assets,
and any such agreement between the Sellers and the Covenantors shall not impede
the Sellers’ ability to vest good, valid and marketable title to the Purchased
Assets in the Purchaser on the Closing Date.

     

    4.8           Brokers.  No
finder, broker, agent or other intermediary has acted for or on behalf of
Sellers in connection with the negotiation or consummation of this Agreement or
the Contemplated Transactions.

     

    4.9           Disclosure.  No
representation or warranty of any Seller or Covenantor contained in this
Agreement, any Schedules, any exhibit hereto or in any statement, certificate,
instrument of transfer or conveyance or other document furnished to Purchaser
pursuant to this Agreement, or otherwise in connection with the Contemplated
Transactions, contains or will contain any untrue statement of a material fact
or omits or will omit to state any material fact required to make the statements
herein or therein not misleading.

     

    Article
5

    Representations
and Warranties of Purchaser

     

    Purchaser
hereby represents and warrants to Sellers as follows:

     

    5.1           Organization and Good
Standing.  Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Minnesota.  Purchaser has all requisite corporate power and authority
to execute and deliver this Agreement and perform its obligations
hereunder.

     

    5.2           Authority; Binding
Obligation.  Purchaser’s execution and delivery of this
Agreement including, without limitation, the Note and the Deed of Trust, and the
performance of its obligations hereunder and thereunder, have been duly
authorized by all necessary corporate action on the part of
Purchaser.  This Agreement including, without limitation, the Note and
the Deed of Trust,  have been duly executed and delivered by Purchaser
and each constitutes a valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms.

     

    5.3           Compliance with Other
Instruments.  Purchaser’s execution and delivery of this
Agreement will not (a) conflict with or result in any violation of Purchaser’s
articles of incorporation or bylaws or (b) conflict with or result in a breach
of any judgment, decree, law or order applicable to Purchaser.

     

    5.4           Litigation.  There
are no Proceedings pending or, to Purchaser’s knowledge, threatened against
Purchaser which could, individually or in the aggregate, adversely affect
Purchaser’s ability to perform its obligations under this
Agreement.

     

    
      
         


      

      
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    5.5           Consents.  There
are no consents, approvals or other authorizations of, orders or notifications
of, registrations, declarations or filings with, any Person, which are required
in connection with the valid execution, delivery or performance of this
Agreement by Purchaser and the consummation by Purchaser of the Contemplated
Transactions.

     

    5.6           Court Orders, Decrees and
Laws.  To Purchaser’s knowledge, Purchaser has not violated or
failed to comply with any statute, law, ordinance or regulation of any
Governmental Body in the conduct of Purchaser’s business which could,
individually or in the aggregate, adversely affect Purchaser’s ability to
perform its obligations under this Agreement.  Purchaser is not in
default with respect to any judgment, order or decree of any court or any
Governmental Body which could, individually or in the aggregate, adversely
affect Purchaser’s ability to perform its obligations under this
Agreement.

     

    5.7           Shares Duly and Validly
Issued.  The 3,620,000 shares of .01 par value common capital
stock of the Purchaser constituting a portion of the Purchase Price shall have
been duly and validly issued as fully paid and non-assessable, and in accordance
with all applicable securities laws, as of the Closing Date.

     

    Article
6

    Covenants

     

    Sellers
and Covenantors, covenant and agree with Purchaser (other than in respect of
Section 6.7 only), and Purchaser covenants and agrees with Sellers (other than
in respect of Sections 6.1 and 6.2 only) as follows:

     

    6.1           Access and
Information.  Sellers and Covenantors shall permit Purchaser
and Purchaser’s counsel, accountants and other representatives full access, upon
reasonable notice during normal business hours, to all the properties, assets,
books, records, agreements, commitments and other documents of Sellers and
Covenantors concerning the mining operations on the Acquired Real Property or
the Purchased Assets; provided, however, that such access shall not unreasonably
interfere with the mining operations on the Acquired Real
Property.  Sellers shall furnish to Purchaser and its representatives
all available information with respect to the Purchased Assets as Purchaser may
reasonably request.  Purchaser’s due diligence investigation shall
include, without limitation, a review of physical assets, corporate services,
financial records, customer records and supplier records.  All access
shall be accomplished in a manner that will provide for confidentiality, as
requested by Sellers and/or Covenantors.

     

    6.2          Confidentiality.

     

    (a)           For
a period of 4 years from and after the Closing Date, no Seller or Covenantor
shall disclose any confidential information to any Person except Purchaser,
which confidential information relates to the Acquired Real Property or the
Purchased Assets, including without limitation the profitability or findings
from mining activity, but excluding information that is or becomes generally
known to the public through no fault of any Seller or Covenantor.  If
notwithstanding this provision, any of such confidential information is required
to be disclosed by applicable law or legal process, Sellers and/or Covenantors
(as the case may be) will give Purchaser prompt notice of such requirement and,
if requested, will assist Purchaser, at Purchaser’s expense, in seeking a
protective order or other measures to preserve the confidentiality of such
confidential information insofar as possible.

     

    
      
         


      

      
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    (b)           Because
the breach or anticipated breach of the confidentiality provisions set forth in
this Section 6.2 could result in immediate and irreparable harm and injury to
Purchaser, for which it will not have an adequate remedy at law, Sellers and
Covenantors each hereby agree that Purchaser shall be entitled to relief in
equity to enjoin temporarily and/or permanently such breach or anticipated
breach and to seek any and all other legal and equitable remedies to which
Purchaser may be entitled.

     

    6.3          Real
Property.  Purchaser shall, at Purchaser’s expense, obtain
prior to the Closing the following with the cooperation of Sellers as may be
necessary:

     

    (a)           Abstracts.  Updated
abstracts, if applicable, for each Acquired Real Property parcel, dated
subsequent to the date hereof (the “Abstracts”).

     

    (b)           Title
Insurance Commitment.  A commitment for an ALTA Owner’s (1970 Form B
or the most recent revision thereof) policy of title insurance for each parcel
of the Acquired Real Property, dated subsequent to the date hereof, which shall
be issued by Commonwealth Land Title Insurance Company or another reputable
national title insurance company reasonably acceptable to Purchaser (the “Commitment”).  The
Commitment shall show all exceptions to title including, but not limited to, all
covenants, conditions, restrictions, reservations, easements, rights and
rights-of-way, liens and other matters of record, and shall include proper
searches for bankruptcies, judgments and State and Federal tax liens affecting
the Acquired Real Property or Seller.

     

    (c)           Exception
Documents. Complete and legible copies of all documents or instruments which are
listed in the Commitment as affecting the Acquired Real Property (the “Exception
Documents”).

     

    (d)           Survey.  An
as-built ALTA survey of each parcel of the Acquired Real Property dated
subsequent to the date hereof (the “Survey” and together with the
Abstracts, the Commitment and the Exception Documents collectively referred to
herein as the “Title
Evidence”).

     

    (e)           Related
Documents.  True, complete and correct copies shall be provided to
Purchaser of all documents, materials and information in the possession or
control of Sellers and/or Covenantors pertaining to the Acquired Real Property,
including documents related to the presence, or suspected presence, of toxic or
hazardous materials and/or underground storage tanks.  These materials
shall include, without limitation any and all maps, surveys, plans,
specifications, drawings, assessments, reports, studies, tests, investigations,
contracts, agreements and conditions of approval.

     

    At the
Closing, Purchaser shall receive, at Purchaser’s cost and expense, a title
policy for the Acquired Real Property (the “Title Policy”) or a suitably
marked up Commitment (the “Marked-Up Commitment”) signed
by the title company undertaking to issue such Title Policy with coverage limits
as determined by Purchaser showing Sellers in fee title to the Acquired Real
Property, subject only to such exceptions as Purchaser shall reasonably accept
with: (i) extended coverage and all general or standard exceptions (including
exceptions for parties in possession, unrecorded instruments, survey matters and
mechanics liens) deleted, (ii) a zoning endorsement (ALTA Form 3.1) insuring
that the present use of the Acquired Real Property complies with applicable
zoning laws, (iii) a survey accuracy endorsement, (iv) a location endorsement,
(v) a specific access endorsement, and (vi) an endorsement to insure that the
Acquired Real Property complies with all existing covenants, conditions,
restrictions and easements of record and that the instruments creating any such
matters do not contain any forfeiture of title or right of re-entry provisions,
with all of such endorsements being in form and substance reasonably
satisfactory to Purchaser.

     

    
      
         


      

      
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    6.4          General Discharge of
Environmental Liabilities.

     

    (a)           Each
Seller and Covenantor shall indemnify and hold harmless Purchaser from, against
and in respect of, any and all Environmental Liabilities (as defined in this
Section 6.4) related to activities that precede January 15, 2005 and which are
related in any manner to the Real Property, including without limitation
Environmental Liabilities, if any, related to the conditions set forth in the
reports resulting from the Phase I environmental assessment and/or Phase II
environmental testing performed by Purchaser, but only where the Seller or a
Covenantor had actual knowledge (of the type contemplated by Section 13.2
hereof) of the facts or circumstances giving rise to such Environmental
Liabilities and failed to disclose such facts and circumstances to the
Purchasers.

     

    (b)           If
Purchaser believes that it is entitled to indemnification pursuant to
Section 6.4(g), Purchaser shall give Sellers written notice (pursuant to
the notice provisions of Section 13.5 of this Agreement) of such
environmental indemnification claim within thirty (30) business days from the
date Purchaser first becomes aware of such claim. Any such notice shall set
forth in reasonable detail and, to the extent then known, the basis for such
claim for indemnification.  The failure of Purchaser to give notice of
any claim for indemnification within such thirty (30) business day period shall
not adversely affect Purchaser’s right to indemnity hereunder unless all Sellers
shall have been prejudiced by such delay, and in such event only to the extent
Sellers have been prejudiced.

     

    (c)           In
response to a claim for indemnification made by Purchaser pursuant to Section
6.4(a), Sellers shall promptly deliver to Purchaser written notice acknowledging
receipt of Purchaser’s notice of claim, and setting forth the time required and
any further information needed for Sellers to investigate the
claim.  Sellers shall have a reasonable time to investigate the claim
but shall proceed promptly with all due diligence.  Purchaser agrees
to cooperate with Sellers during such investigation.  Upon completion
of Sellers’ investigation, Sellers shall provide written notice (the “Seller Notice”) to Purchaser
that:

     

    (i)          subject
to Section 6.4(d), Sellers acknowledge that Purchaser is entitled to
indemnification, and Sellers will reimburse Purchaser for all loss, liability,
expense (including without limitation reasonable expenses of investigation and
reasonable attorneys’ fees and expenses) incurred by Purchaser (the “Purchaser Environmental
Losses”) arising from such Environmental Liability; or

     

    (ii)         Sellers
acknowledge that Purchaser is entitled to indemnification and Sellers promptly
shall discharge such Environmental Liability or others, acting on behalf of
Seller, shall promptly discharge the Environmental Liability in accordance with
the requirements of Section 6.4(e); or

     

    (iii)        Sellers
object to such environmental indemnity claim; or

     

    (iv)        Purchaser
may proceed with discharging the Environmental Liability subject to a
reservation of rights by Sellers to object to Purchaser’s environmental
indemnity claim under the process set out in Section 6.4(f).

     

    
      
         


      

      
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    (d)           If
Sellers elect to allow Purchaser to discharge an Environmental Liability under
Section 6.4(c)(i), Purchaser shall take all steps reasonably and diligently
necessary in the completion thereof and Sellers shall only be liable for those
Purchaser Losses reasonably incurred by Purchaser pursuant to a proposal, work
plan or other specifications approved in writing by Sellers in advance, which
approval shall not be unreasonably withheld.

     

    (e)           If
Sellers elect to discharge an Environmental Liability under Section 6.4(c)(ii),
Sellers shall take all steps reasonably and diligently necessary in the
completion thereof, including reimbursement of Purchaser for such Purchaser
Losses incurred by Purchaser for which Sellers are provided written
substantiation in connection therewith by Purchaser.

     

    (f)    
       If (i) Sellers acknowledge Purchaser’s
right to indemnification under Section 6.4(c)(i) but objects to Purchaser’s
proposal, work plan or other specifications provided pursuant to Section 6.4(d),
(ii) Sellers object to such claim by giving Purchaser written notice of its
objection under Section 6.4(c)(iii), or (iii) Sellers notify Purchaser of
Seller’s reservation of rights under Section 6.4(c)(iv), then either Sellers or
Purchaser may submit the claim to dispute resolution pursuant to Section 13.8 of
this Agreement not later than 60 days after Purchaser’s receipt of the Seller
Notice.

     

    (g)           Purchaser
will allow Sellers access to the Acquired Real Property, and will provide any
other third parties such additional reasonable access as may be reasonably
necessary to develop a work plan, proposal or other specifications in connection
with the discharge of any Environmental Liability pursuant to this Agreement or
to discharge an Environmental Liability, and Sellers will use their reasonable
best efforts, and will use such reasonable best efforts to cause any third
parties, not to interfere with the Purchaser’s operations thereon in connection
with such development or performance.  In the event Purchaser
transfers any interest in the Real Property at any time while Sellers remain
liable to perform remediation required pursuant to this Agreement with respect
to such Real Property, Purchaser will ensure in the document governing the
transfer of such interest(s) that Sellers or such other third parties continues
to have such reasonable access as may be reasonably necessary to perform
remediation required pursuant to this Agreement.

     

    (h)           Sellers’
and Covenantors’ liability in respect of any Environmental Liability shall be
limited in the manner provided in Section 12.3 hereof.

     

    (i)     
      Purchaser shall indemnify and hold harmless
each Seller and Covenantor from, against and in respect of any and all
Environmental Liabilities (as defined in this Section 6.4) related to activities
that take place on or after January 15, 2005 and which are related in any manner
to the Real Property, including without limitation Environmental Liabilities, if
any, related to the conditions set forth in the reports resulting from the Phase
I environmental assessment and/or Phase II environmental testing performed by
Purchaser.  Where any Seller or Covenantor has a claim for indemnity
under this Section 6.4(i), the provisions in Sections 6.4(b) and 6.4(c)(i) and
(iii) shall apply, mutatis
mutandis.

     

    (j)      
     Definitions: As used in this Section
6.4

     

    (i)          “Damages” shall have the
meaning set forth in Section 12.2.

     

    (ii)         “Environmental Law” shall have
the meaning set forth in Section 4.6.

     

    
      
        
        

      

      
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    (iii)      
“Environmental
Liability” means any Liability of a Person arising under any
Environmental Law.

     

    (iv)       “Liabilities” means, with
respect to any Person, any liabilities, obligations or Damages incurred by such
Person whether known or unknown, absolute or contingent, accrued or unaccrued,
liquidated, or unliquidated, secured or unsecured, joint or
several.

     

    (v)          “Person” shall have the meaning
set forth in Section 4.3(b)(ii).

     

    6.5           Notification of Certain
Matters.  Between the date hereof and the Closing, Sellers and
Convenators shall give prompt written notice to Purchaser of (i) the occurrence
or failure to occur of any event which would be likely to cause a Material
Adverse Effect, (ii) any material claims, actions, proceedings or investigations
commenced or, to the knowledge of any Seller or Covenantor, threatened,
involving or affecting any of the Purchased Assets and which would be likely to
cause a Material Adverse Effect, and (iii) any material adverse change in the
condition (financial or other), properties, assets, or liabilities of any Seller
which taken as a whole, would be likely to cause a Material Adverse Effect;
provided, however, that no such notification shall affect the representations or
warranties of the parties or the conditions to the parties’ obligations under
this Agreement.

     

    6.6           Conditions.  Each
Seller, Covenantor and Purchaser shall take all commercially reasonable actions
to cause the conditions set forth in Article 8 and Article 9 to be satisfied and
to consummate the Contemplated Transactions.

     

    6.7           Maintenance of Good
Standing.  During the period from the Closing Date until the
due date of the last payment called for under the Note, Purchaser shall maintain
itself in good standing under all applicable corporate laws.

     

    Article
7

    Agreement
on Letter Option

     

    The
parties agree that (i) there has been no default or failure(s) to meet any of
the obligations set forth in the Letter Option which are to be performed by
Sellers, Covenantors or Purchaser and (ii) the expiry date set forth in the
Letter Option shall be deemed to have been extended the earlier of the Closing
Date or the date on which this Asset Purchase Agreement has been terminated in
accordance with Article 11 hereof.

     

    Article
8

    Conditions
Precedent to Purchaser’s Obligations

     

    Purchaser’s
obligations to consummate the Contemplated Transactions are subject to the
satisfaction of each of the following conditions prior to or at the Closing,
unless specifically waived in writing by Purchaser in advance:

     

    8.1           Board
Approval.  Purchaser shall have received approval from its
board of directors to enter into this Agreement and consummate the Contemplated
Transactions.

     

    
      
         


      

      
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    8.2           Representations and
Warranties.  The representations and warranties of Sellers and
Covenantors contained in this Agreement shall be true and correct as of the date
of this Agreement, and as of the Closing Date as though the Closing Date had
been substituted for the date of this Agreement throughout such representations
and warranties (except that any representation or warranty made as of a
specified date other than the date hereof need only be true as of such date),
and each Seller and Covenantor shall have delivered to Purchaser a certificate
of each such Seller and Covenantor, as contemplated by Section 10.1, to such
effect.  Each Seller and Covenantor shall have duly performed and
complied with all covenants and agreements and satisfied all conditions required
by this Agreement to be performed, complied with or satisfied by each Seller
and/or Covenantor prior to or at the Closing and each  Seller and
Covenantor shall have delivered to Purchaser a certificate of each such Seller
and Covenantor, as contemplated by Section 10.1, to such effect.

     

    8.3           Absence of
Litigation.  No order, writ, injunction or decree which is
binding on Purchaser or any Seller and which prohibits Purchaser and/or any
Seller from consummating the Contemplated Transactions shall be in
effect.  No claim, action, suit or proceeding shall be pending or
threatened against Purchaser, any Seller and/or the Purchased Assets which, if
adversely determined, would prevent the consummation of the Contemplated
Transactions or result in the payment of substantial damages as a result of such
action and for which the other party is not willing to provide
indemnification.

     

    8.4           Permit
Assignments.  Purchaser shall have obtained the requisite
assignments and/or additional permits permitting Purchaser to conduct operations
at the Acquired Real Property.

     

    8.5           Consents and
Approvals.  All governmental and regulatory approvals and
consents of contracting parties, requisite or appropriate to the consummation of
the Contemplated Transactions shall have been obtained (or all applicable
waiting periods shall have expired), and such consents or approvals shall remain
in full force and effect.

     

    8.6           Opinion of Sellers’
Counsel.  Purchaser shall have received from the Sellers’ legal
counsel an opinion, dated as of the Closing Date, substantially in the form
attached hereto as Exhibit G (the “Sellers’ Counsel’s Legal
Opinion”).

     

    8.7           Title Evidence; Title
Policy.   Purchaser shall have received the Title Evidence
and the Title Policy or Marked-Up Commitment for the Acquired Real Property, as
contemplated by Section 6.3, and shall otherwise have received such documents
necessary to establish the transfer to Purchaser by Seller of good and
marketable title to each asset constituting the Purchased Assets, free and clear
of liens and encumbrances of any kind or nature.

     

    8.8           Receipt of Other Seller
Deliveries.  Purchaser shall have received from Seller, or such
other applicable party, the other Seller Deliveries (as defined below) required
to be delivered to Purchaser pursuant to Section 10.1 below.

     

    8.9           Absence of
Changes.  From the date of this Agreement to and including the
Closing Date, there will not have been:  (i) any increase in Liens
against the Purchased Assets; (ii) change in the condition (financial or other),
properties, assets, or liabilities representing Assumed Liabilities, whether or
not insured, which change would have a Material Adverse Effect; or (iii) any
fact or circumstance existing as of the date of this Agreement which has not
been disclosed to Purchaser after the date hereof which has, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

     

    8.10         Assignment.  Purchaser
reserves the right hereunder to assign its right(s) to one or more affiliated
parties prior to closing, it being understood that Purchaser may create one or
more new entities which may consummate the Contemplated
Transactions.

     

    
      
         


      

      
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    Article
9

    Conditions
Precedent to the Sellers’ and Covenantors’ Obligations

     

    Sellers’
and Covenantors’ obligations to consummate the Contemplated Transactions are
subject to the satisfaction prior to or at the Closing of each of the following
conditions, unless specifically waived in writing by Sellers or Covenantors (as
the  case may be) in advance:

     

    9.1           Representations and
Warranties.  The representations and warranties of Purchaser
contained in this Agreement shall be true and complete in all material respects
as of the date of this Agreement and as of the Closing Date as though the
Closing Date had been substituted for the date of this Agreement throughout such
representations and warranties (except that any such representation or warranty
made as of a specified date other than the date hereof need only be true as of
such date), and Purchaser shall have delivered to Sellers and Covenantors a
certificate of an officer of Purchaser, as contemplated by Section 10.2, to such
effect. 

     

    9.2           Absence of
Litigation.  No order, writ, injunction or decree which is
binding on Purchaser, any Seller and/or any Covenantor and which prohibits
Purchaser, any Seller and/or any Covenantor from consummating the Contemplated
Transactions shall be in effect.  No claim, action, suit or proceeding
shall be pending or threatened against Purchaser, any Seller and/or any
Covenantor which, if adversely determined, would prevent the consummation of the
Contemplated Transactions or result in the payment of substantial damages as a
result of such action and for which the other party is not willing to provide
indemnification.

     

    9.3           Consents and
Approvals.  All governmental and regulatory approvals and
consents of contracting parties, requisite or appropriate to the consummation of
the Contemplated Transactions shall have been obtained (or all applicable
waiting periods shall have expired) and shall remain in full force and
effect.

     

    9.4           Opinion of Purchaser’s
Counsel.  Sellers shall have received from Maslon Edelman
Borman & Brand, LLP, counsel to Purchaser, an opinion, dated as of the
Closing Date, in substantially the form of Exhibit H (the “Purchaser Counsel’s
Legal Opinion”).

     

    9.5           Receipt of Other Closing
Deliveries.  Sellers shall have received from Purchaser, or
such other applicable party, the Purchase Price in accordance with Section 3.2
and the other Purchaser Deliveries (as defined below) required to be delivered
to Seller pursuant to Section 10.2 below.

     

    Article
10

    Closing
Deliveries

     

    10.1         Deliveries by
Sellers.  At the Closing, provided all conditions described in
Article 9 have been satisfied, Sellers shall execute, or cause to be executed,
and deliver to Purchaser the following (collectively, the “Seller
Deliveries”):  (a) the Bill of Sale; (b) the Deeds; (c) the
Title Evidence; (d) Seller’s Counsel’s Legal Opinion; (e) the certificates
required by Section 8.3; (f) such other instruments of conveyance reasonably
requested by Purchaser; and (g) all documents necessary to establish the
transfer to Purchaser by Seller of good and marketable title to each asset
otherwise constituting the Purchased Assets, free and clear of liens and
encumbrances of any kind or nature.

     

    10.2         Deliveries by
Purchaser.  At the Closing, provided all conditions described
in Article 8 have been satisfied, Purchaser shall deliver the Purchase Price in
accordance with Section 3.2; and shall execute, or cause to be executed, and
deliver to Seller the following (collectively, the “Purchaser
Deliveries”):  (a) Purchaser Counsel’s Legal Opinion; and (b)
the certificates required by Section 9.1.

     

    
      
         


      

      
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    Article
11

    Termination
Before Closing

     

    This
Asset Purchase Agreement may be terminated at any time prior to the
Closing:  (a) by the mutual written consent of all parties hereto; (b)
by Purchaser, if, prior to the Closing, any condition set forth herein for the
benefit of Purchaser, respectively, is not met to Purchaser’s satisfaction or
cannot be cured shall not have been timely met or waived by the Purchaser; or
(c) by either Sellers or Purchaser if the Closing has not occurred on or prior
to November 30, 2006, for any reason other than the delay or nonperformance of
the party or parties seeking such termination.  Termination of this
Agreement pursuant to this Article 11 shall terminate all obligations of the
parties hereunder, except for the obligations under Section 12.1, and such
termination shall not constitute a waiver of any rights (including rights to
indemnification under any agreement or covenant in this Agreement occurring
prior to such termination) .

     

    Article
12

    Indemnification

     

    12.1        Indemnification by
Sellers.  Subject to the terms of this Article 12, Sellers
shall jointly and severally indemnify and hold Purchaser and each officer and
director thereof (each a “Purchaser Indemnified Party”)
harmless from, against and in respect of any and all Purchaser Losses in
connection with any action, suit or proceeding brought against a Purchaser
Indemnified Party) or Damages (as defined below) suffered or incurred by a
Purchaser Indemnified Party by reason of:

     

    (a)           any
breach of a representation or warranty made by any Seller and contained
herein;

     

    (b)           any
failure of any Seller to fulfill or perform any covenant, agreement or
obligation of Seller contained herein;

     

    (c)           Any
Environmental Liabilities required to be discharged under Sections
6.4;

     

    (d)           any
Excluded Liability; or

     

    (e)           Liability
arising out of the ownership and/or control of the Purchased Assets by any
Seller and/or Covenantor on or prior to January 15, 2005.

     

    12.2        Definition of
“Damages”. The term “Damages” as used in this
Agreement means all actual damages suffered or incurred by a party entitled to
indemnification under Article 12, including without limitation all compensatory
damages.

     

    12.3        Limitation of Liability of
Sellers and Covenantors.  Notwithstanding any other provision
of this Asset Purchase Agreement, the maximum liability of the Sellers
(including their successors) to the Purchaser hereunder shall be 100% of the
cash and shares comprising the Purchase Price and actually received by the
Sellers (or their nominee) from the Purchaser and the maximum liability of the
Covenantors (including their successors) shall be 100% of the cash and shares
comprising the Purchase Price and actually received by the Sellers (or their
nominee) from the Purchaser.

     

    12.4        Indemnification by
Purchaser.  Purchaser shall indemnify and hold Seller harmless
from, against and in respect of any and all loss, liability, expense (including
without limitation reasonable expenses of investigation and reasonable
attorneys’ fees and expenses in connection with any action, suit or proceeding
brought against a Seller) or Damages suffered or incurred by Sellers (the “Seller Losses”) by reason
of:

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    (a)           any
breach of a representation or warranty made by Purchaser and contained
herein;

     

    (b)           any
failure of Purchaser to fulfill or perform any covenant, agreement or obligation
of Purchaser contained herein;

     

    (c)           any
Assumed Liability; or

     

    (d)           any
Environmental Liability or other Liability arising out of activities taking
place on or after January 21, 2005.

     

    12.5        Claims
Period.  For purposes of this Agreement, a “Claims Period” shall be the
period during which a claim for indemnification must be asserted under this
Agreement by an indemnified party, which period shall begin on the Closing Date
and terminate as follows:

     

    (a)           with
respect to Purchaser Losses and Damages arising under Section 12.1(a) or
12.1(b), the Claims Period shall terminate two (2) years after the Closing Date;
provided, however, that with respect to Purchaser Losses arising out of a breach
the representations and warranties under Sections 4.5(b) and 4.7 hereof, or
arising under Section 12.1(d) with respect to Excluded Liabilities, the Claims
Period shall terminate four (4) years after the Closing Date;

     

    (b)           with
respect to Purchaser Losses and Damages arising under Section 12.1(c) or the
failure of Sellers to fulfill or perform its covenants, agreements or
obligations under Section 6.4 hereof,  and, the Claims Period shall
terminate on the last of (i) due date of the last payment called for under the
Note, or (ii) four (4) years following the Closing Date;

     

    (c)           with
respect to Seller and/or Covenantor Losses and Damages arising under Section
12.4(a) or 12.4(b), the Claims Period shall terminate two (2) years after the
Closing Date;

     

    (d)           with
respect to Seller Losses and Damages arising under Section 12.4(c), the Claims
Period shall terminate four (4) years after the Closing Date;

     

    (e)           with
respect to Seller and/or Covenantor Losses and Damages arising under Section
12.4(d), the Claims Period shall terminate on the due date of the last payment
called for under the Note.

     

    Any
claims for indemnification pursuant to this Article 12 must be made in writing
by the indemnified party to the indemnifying party on or prior to the expiration
of the applicable Claims Period.  All claims for indemnification for
which proper notification of the indemnifying party shall have been made by the
indemnified party prior to the close of business on the last day of the
applicable Claims Period shall continue to survive and shall remain a basis for
indemnity hereunder until such claim is finally resolved or disposed of in
accordance with the terms hereof.

     

    12.6        Payment of Indemnification
Claim.  With respect to Purchaser Losses and Damages payable
hereunder, the Purchaser Indemnified Parties shall be entitled to assert their
right to payment directly against each Seller.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    12.7         Exclusive
Remedy.  After the Closing, the rights set forth in this
Article 12 shall be each party’s sole and exclusive remedies against the other
parties hereto for misrepresentation or breaches of covenants contained in this
Agreement and any related documents.  Notwithstanding the foregoing,
nothing herein includes any limitation on its Claims Period contained in Section
12.4 hereof shall prevent any of the indemnified parties from bringing an action
based upon allegations of fraud with respect to either party in connection with
this Agreement and any related documents.  In the event such fraud
action is brought, the prevailing party’s attorney’s fees and costs shall be
paid by the non-prevailing party.

     

    Article
13

    General
Provisions

     

    13.1         No
Publicity.  Sellers, Covenantors and Purchaser agree that they
will not make any press releases or other announcements prior to or at the time
of Closing with respect to the Contemplated Transactions, except as required by
applicable law, without the prior approval of the other party, which approval
will not be unreasonably withheld.

     

    13.2         Knowledge
Convention.  Whenever any statement herein or in any Schedule,
Exhibit, certificate or other document delivered to any party pursuant to this
Agreement is made “to the knowledge” of a party hereto or words of similar
intent, such statement shall be deemed to be made to the actual knowledge of the
party, but without any representation that the party has made due or any inquiry
of any individuals within the organization of any corporate Seller or Covenantor
that would be reasonably likely to have information regarding the matter in
question.

     

    13.3         Reservation of
Rights.  Neither a party’s representations and warranties
contained in this Agreement nor the party’s indemnification obligations set
forth in this Agreement shall be affected by (a) any due diligence or other
investigation conducted by another party, or (b) any knowledge on the part of
another party or its agents or representatives of any circumstances resulting
from such investigation or otherwise, including without limitation knowledge
that one or more of such party’s representations or warranties might be untrue
when made or become untrue on or prior to the
Closing.  Notwithstanding anything contained herein to the contrary,
Purchaser represents that it does not have any knowledge that any of
representations or warranties made by Sellers and/or Covenantors are untrue, or
that any Environmental Liabilities or other Liabilities exist, prior to Closing,
except as indicated in the certificate delivered at Closing pursuant to Section
9.1, for which indemnification will not be sought.

     

    13.4         Further Acts and
Assurances.  Sellers and Covenantors shall, at any time and
from time to time at and after the Closing, upon request of Purchaser and
without additional consideration, take any and all steps reasonably necessary to
place Purchaser in possession and operating control of the Purchased Assets, and
Sellers and Covenantors will do, execute, acknowledge and deliver, or will cause
to be done, executed, acknowledged and delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be reasonably required
for the more effective transferring and confirming to Purchaser or for reducing
to its possession, any or all of the Purchased Assets.

     

    13.5         Notices.  Any
notice or other document to be given hereunder by any party hereto to any other
party hereto shall be in writing and delivered by courier or by facsimile
transmission, receipt confirmed, or sent by any express mail service, postage or
fees prepaid, to

     

    If to Purchaser:

     

    Wits Basin Precious Minerals,
Inc.

    900 IDS
Center

    80 South
8th
Street

    Minneapolis,
MN  55402-8773

    Attention:  Chief
Executive Officer


    
      
         


      

      
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    Facsimile:  (612)
395-5276

     

    With a copy to:

     

    Maslon
Edelman Borman & Brand, LLP

    3300
Wells Fargo Center

    90 South
Seventh Street

    Minneapolis,
Minnesota 55402

    Attention:  William
Mower, Esq.

    Facsimile:  (612)
642-8358

     

    If to any
Seller:

     

    George E.
Otten

    11438
C.R. #19

    Fort
Lupton, CO 80621

    Attention:  George
Otten

    Facsimile:  (970)
785-2538

     

    With a copy to:

    ________________________________
________________________________

    ________________________________

    ________________________________

    Attention: ________________________

    Facsimile:  ________________________

     

    If to any
Covenantor:

     

    Hunter
Gold Mining Corp.

    P.O. Box
2460, Station “R”

    Kelwona,
British Columbia

    Canada

    Attention:  Dell
Balfour

    Facsimile:  (250)
765-4420

     

    With a copy to:

     

    Pushor
Mitchell LLP

    3rd Floor,
1665 Ellis Street

    Kelowna, British Columbia
Canada

    V1W
4T7

    Attention:  E.
Blair Forrest

    Facsimile:  (250)
762-9115

     

    or at
such other address or number for a party as shall be specified by like
notice.  Any notice that is delivered in the manner provided herein
shall be deemed to have been duly given to the party to whom it is directed upon
actual receipt by such party or its agent.

     

    
      
         


      

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

     

    13.7        Construction.  No
provision of this Agreement shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority or by any board of arbitrators by reason of such party or its counsel
having or being deemed to have structured or drafted such
provision.  All references in this Agreement to Article(s),
Section(s), Schedule(s) or Exhibit(s) shall refer to Article(s), Section(s),
Schedule(s) or Exhibit(s) of this Agreement.

     

    13.8        Dispute
Resolution.  Any dispute among the parties hereto before the
Closing may be resolved by application to any court of competent
jurisdiction.  Any dispute among the parties hereto arising on or
after the Closing Date, shall be exclusively resolved in accordance with the
arbitration provisions of this Section 13.8 set forth below:

     

    (a)           The
parties shall attempt in good faith to resolve any dispute arising out of or
relating to this Agreement or the breach, termination or validity thereof
promptly by negotiation between executives who have authority to settle the
controversy.  Any party may give the other written notice that a
dispute exists (a “Notice of
Dispute”).  The Notice of Dispute shall include a statement of
such party’s position.  Within twenty (20) business days of the
delivery of the Notice of Dispute, executives of both parties shall meet at a
mutually acceptable time and place, and thereafter as long as they both
reasonably deem necessary, to exchange relevant information and attempt to
resolve the dispute.  If the matter has not been resolved within
forty-five (45) days of the disputing party’s Notice of Dispute, or if the
parties fail to meet within twenty (20) days, either party may initiate
arbitration of the controversy or claim as provided hereinafter.

     

    (b)           If
a negotiator intends to be accompanied at a meeting by an attorney, the other
negotiator shall be given at least three (3) working days’ notice of such
intention and may also be accompanied by an attorney.  All
negotiations pursuant to this clause are confidential and shall be treated as
compromise and settlement negotiations for purposes of the Federal Rules of
Evidence and state rules of evidence.

     

    (c)           Any
controversy or claim arising out of or relating to this Agreement or the breach,
termination or validity thereof, or the Contemplated Transactions, if not
settled by negotiation as provided above in Section 13.8(a), shall be settled by
arbitration in Denver, Colorado in accordance with the CPR Rules for
Non-Administered Arbitration of Business Disputes, by three (3)
arbitrators.  Each party shall choose one arbitrator and the two
arbitrators so chosen shall choose a third arbitrator who must be a retired
judge of a state or federal court of the United States.  The
arbitrators shall be appointed as provided by CPR Rule 5, Selection of
Arbitrators.  The arbitration procedure shall be governed by the
United States Arbitration Act, 9 U.S.C. §1-16, and the award rendered by the
arbitrators shall be final and binding on the parties and may be entered in any
court having jurisdiction thereof.

     

    (d)           Each
party shall have discovery rights as provided by the Federal Rules of Civil
Procedure within the limits imposed by the arbitrators; provided, however, that
all such discovery shall be commenced and concluded within ninety (90) days of
the selection of the third arbitrator.

     

    (e)           It
is the intent of the parties that any arbitration shall be concluded as quickly
as reasonably practicable.  Unless the parties otherwise agree, once
commenced, the hearing on the disputed matters shall be held four (4) days a
week until concluded, with each hearing date to begin at 9:00 a.m. and to
conclude at 5:00 p.m.  The arbitrators shall use all reasonable
efforts to issue the final award or awards within a period of five (5) business
days after closure of the proceedings.  Failure of the arbitrators to
meet the time limits of this Section 13.8(e) shall not be a basis for
challenging the award.


    
      
         


      

      
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    (f)           The
arbitrators shall instruct the non-prevailing parties to pay all costs of the
proceedings, including the fees and expenses of the arbitrators and the
reasonable attorneys’ fees and expenses of the prevailing parties.  If
the arbitrators determine that there is not a prevailing party, each party shall
be instructed to bear its own costs and to pay one-half of the fees and expenses
of the arbitrators.

     

    13.9       No
Reliance.  Except for the parties hereto and their assignees
permitted under Section 13.11:  (a) no third party is entitled to rely
on any of the representations, warranties and agreements of a party contained in
this Agreement; (b) the parties to this Agreement assume no liability to any
third party because of any reliance on the representations, warranties and
agreements of any of the parties contained in this Agreement; and (c) no other
Person other than the parties to this Agreement shall acquire any legal or
equitable rights or remedies under this Agreement.

     

    13.10     Saturdays, Sundays and Legal
Holidays.  If the time period by which any acts or payments
required hereunder must be performed or paid expires on a Saturday, Sunday or
legal holiday, then such time period shall be automatically extended to the
close of business on the next regularly scheduled business day.

     

    13.11     Binding
Agreement.  The terms, conditions and obligations of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.  Except as provided
herein, without the prior written consent of the each other party, no party
hereto may assign such party’s rights, duties or obligations hereunder or any
part thereof to any other Person prior to Closing.

     

    13.12     Headings.  The
headings of the Articles and Sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction hereof.

     

    13.13     Modification and
Waiver.  Any term or condition of this Agreement may be waived
at any time by the party entitled to the benefit thereof, and any such waiver
must be pursuant to written waiver signed by the party entitled to such
benefits.  No waiver of any of the provisions of this Agreement shall
be deemed to or shall constitute a waiver of any other provision
hereof.  No delay or failure on the part of any party hereto to
exercise any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any waiver on the part of any party hereto of any right,
power or privilege hereunder operate as a waiver of any other right, power or
privilege hereunder; nor shall any single or partial exercise of any right,
power, or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.

     

    13.14     Severability.  Any
provision hereof which is prohibited or unenforceable in any jurisdiction will,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.  To the
extent permitted by law, the parties hereto waive any provision of law which
renders any such provision prohibited or unenforceable in any
respect.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    13.15     Access to
Records.  For a period of six (6) years after the Closing Date,
Sellers, Covnenators and their respective attorneys, accountants and
representatives shall, upon reasonable advance notice to Purchaser during normal
business hours and without disruption of the business of Purchaser, have
reasonable access to all books, accounts, records, documents and information
relating to the Purchased Assets for any periods prior to the Closing Date in
the possession or custody of Purchaser (or Purchaser’s agents) for the purpose
of examining and making copies of all or any portion of such properties relating
to the notifying Seller or Covenantor. Purchaser agrees not to destroy such
books, accounts, records, documents and information for a period of six (6)
years after the Closing Date without giving the express prior written consent of
the corporate Sellers and the corporate Covenantors.

     

    13.16     Discretion.  Whenever
a party may take action under this Agreement in his, her or its “sole
discretion,” “sole and absolute discretion” or “discretion,” or under a grant of
similar authority or latitude, such Person shall be entitled to consider any
factors and interests as it desires, including its own interests.

     

    13.17     Counterparts; Facsimile
Signatures.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.  The parties
hereby acknowledge and agree that for purposes of this Agreement, and all
certificates, documents and other items to be delivered pursuant to the terms
thereof, that facsimile signatures and other electronically delivered signatures
shall be deemed acceptable to and binding upon each party hereto.

     

    13.18     Entire
Agreement.  This Agreement and the Schedules and Exhibits
hereto, together with the documents and instruments delivered pursuant hereto
constitute the entire agreement between the parties hereto pertaining to the
subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether written or oral, of the
parties hereto (other than those between and/or among any of the Sellers and/or
Covenantors and to which the purchaser is not a party); provided, however, that
this provision is not intended to abrogate any other written agreement between
the parties executed with or after this Agreement or any written agreement
pertaining to another subject matter.  No supplement, modification or
waiver of the terms or conditions of this Agreement shall be binding unless
executed in writing by authorized representatives of the parties
hereto.

    


    [The
remainder of this page is intentionally left blank.]


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to
be duly executed and delivered, all on and as of the date first written
above.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              PURCHASER:

                            	 
      	
                              SELLERS:

                            
	 	 	 
	
                              WITS
      BASIN PRECIOUS MINERALS INC.

                            	 
      	
                              CENTRAL
      CITY CONSOLIDATED MINING CORP.

                            
	
                              a
      Minnesota corporation

                            	 
      	
                              a
      Colorado corporation

                            
	 
      	 
      	 
      
	
                              By:

                            	
                              /s/ Stephen D. King

                            	 
      	
                              By:

                            	
                              /s/ George E. Otten

                            
	
                              Name:

                            	
                              Stephen D. King

                            	 
      	
                              Name:

                            	
                              George E. Otten

                            
	
                              Title:

                            	
                              C.E.O.

                            	 
      	
                              Title:

                            	
                              President

                            
	 
      	 
      	 
      
	 
      	 
      	
                              GEORGE
      OTTEN

                            
	 
      	 
      	
                              a
      resident of Colorado

                            
	 
      	 
      	 
      
	 
      	 
      	
                              /s/

                            	
                              George E. Otten

                            
	 
      	 
      	 
      
	 
      	 
      	
                              COVENANTORS

                            
	 	 	 
	 
      	 
      	
                              HUNTER
      GOLD MINING CORP.

                            
	 
      	 
      	
                              a
      British Columbia corporation

                            
	 
      	 
      	 
      
	 
      	 
      	
                              By:

                            	
                              /s/ George E. Otten

                            
	 
      	 
      	
                              Name:

                            	
                              George E. Otten

                            
	 
      	 
      	
                              Title:

                            	
                              President

                            
	 	 	 
	 
      	 
      	
                              HUNTER
      GOLD MINING INC.

                            
	 
      	 
      	
                              a
      Colorado corporation

                            
	 
      	 
      	 
      
	 
      	 
      	
                              By:

                            	
                              /s/ George E. Otten

                            
	 
      	 
      	
                              Name:

                            	
                              George E. Otten

                            
	 
      	
                                

                            	
                              Title:

                            	
                              President

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    SCHEDULES

     

    
      
        	
                Schedule
      A-2

              	
                Royalty
      Contract

              
	 
      	 
      
	
                Schedule
      1.1(c)

              	
                Property
      List

              
	 
      	 
      
	
                Schedule
      1.1(f)

              	
                Assets

              
	 
      	 
      
	
                Schedule
      1.1(g)

              	
                Contracts
      ***

              
	 
      	 
      
	
                Schedule
      3.1(a)

              	
                O’Gorman
      Report work program ***

              
	 
      	 
      
	
                Schedule
      4.6(c)

              	
                Environmental Permits
      ***

              


      

    

     

    EXHIBITS

     

    
      
        	
                Exhibit
      A

              	
                Bill
      of Sale and Assignment

              
	 
      	 
      
	
                Exhibit
      B

              	
                Warranty
      Deeds

              
	 
      	 
      
	
                Exhibit
      C

              	
                Note
      ***

              
	 
      	 
      
	
                Exhibit
      D

              	
                Deed
      of Trust ***

              
	 
      	 
      
	
                Exhibit
      E

              	
                Escrow
      Agreement ***

              
	 
      	 
      
	
                Exhibit
      F

              	
                Representation
      and Stock Restriction Agreement

              
	 
      	 
      
	
                Exhibit
      G

              	
                Sellers’
      Counsel’s Legal Opinion ***

              
	 
      	 
      
	
                Exhibit
      H

              	
                Purchaser
      Counsel’s Legal Opinion ***

              


      

    

    


    
      	
              ***

            	
              The
      schedules and exhibits referenced above with an asterisk (***) were not
      completed at the time of execution of this Agreement and thus are not
      incorporated into the filing of this Agreement on
  EDGAR.

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    SCHEDULE
A-2

    ROYALTY
CONTRACT

    


    QUIT CLAIM
DEED

    


    THIS
DEED, made this 14th day
June, 1996, between CENTRAL CITY CONSOLIDATED MINING CO. and GEORGE E. OTTEN of
the County of Arapahoe and State of Colorado, Grantors and GSR GOLDSEARCH
RESOURCES (U.S.), INC. whose legal address is Suite 307, 7985 Vance Drive,
Arvada, County of Jefferson and State of Colorado, Grantee.

    


    WITNESSETH,
that the Grantors, for and in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, have remised, released, sold and QUIT CLAIMED, and by
these presents do remise, release, sell and QUIT CLAIM unto the Grantee, its
successors and assigns, forever, all the right, title, interest, claim and
demand which the Grantors have in and to the Net Smelter Return Royalty named
below granted as to properties situate, lying and being in the County of Gilpin
and State of Colorado, described as follows:

    


    A One
Percent (1%) Net Smelter Return Royalty in and to the Properties listed on
Exhibit A, attached hereto and made a part hereof, upon the terms described in
Exhibit B, attached hereto and made a part hereof, which grant shall contain no
covenant express or implied to work said properties and to produce therefrom and
which grant shall terminate upon the payment to Grantee or its successors in
title of a total One Million Five Hundred Thousand Dollars ($1,500,000.00) in
total royalty payments (the “Royalty Cap”).

    


    TO HAVE
AND TO HOLD the same, together with all and singular the appurtenances end
privileges thereunto belonging or in anywise thereunto appertaining, and all the
estate, right, title, interest and claim whatsoever, of the Grantors, either in
law or equity, to the only proper use, benefit and behoof of the Grantee, its
successors and assigns forever.

    


    IN
WITNESS WHEREOF, the Grantors have executed this Deed on the date set forth
above.

    


    
      
        
          	 
      	
                  CENTRAL
      CITY CONSOLIDATED MINING CO.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ George E. Otten

                
	 
      	 
      
	 
      	
                  Its:

                	
                  President

                
	 
      	 
      	
                  George
      E. Otten, President

                
	 
      	 
      
	 
      	
                  /s/ George E. Otten

                
	 
      	
                  George
      E. Otten,
Individually

                


        

      

    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  STATE
      OF COLORADO

                	
                  )

                
	 
      	
                  )
      ss.

                
	
                  County
      of Jefferson

                	
                  )

                


        

      

    

    


    The  foregoing
instrument was acknowledged before ms this 14th of May, 1996, by George e. Otten
as President of Central City Consolidated Mining Co. and by George E.
Otten.

    


    
      
        	 
      	
                /s/ Dana Bowlin

              
	 
      	
                Notary
      Public

              


      

    

    


    My
Commission Expires:

    12/2_/96



    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    EXHIBIT A
TO ROYALTY GRANT

    


    Together
with mineral rights only as to the following properties, but also specifically
including any and all surface rights owned by Grantor whether or not listed
below with specificity:

    


    
      	
              (a)

            	
              an
      undivided 2/3rds of the east 185 feet, being Discovery Claim and 85 feet
      of the west end of Claim #1 east from the Discovery Claim and being part
      of German Lode Survey No. 204;

            


    

    


    
      	
              (b)

            	
              the
      east 715 feet and the West 1,100 feet of German Lode Survey No.
      204;

            


    

    


    
      	
              (c)

            	
              the
      Kitty Lode Mining Claim, U.S. Survey No. 734 (together with retained
      surface rights east of railroad
right-of-way);

            


    

    


    
      	
              (d)

            	
              the
      Saxon Lode Mining Claim, U.S. Survey No. 730 (together with retained
      surface rights east of railroad
right-of-way);

            


    

    


    
      	
              (e)

            	
              the
      west 596 feet of the Mosell Lode Mining Claim, U.S. Survey No. 675
      (together with retained surface rights on that portion lying northeast of
      railroad right-of-way);

            


    

    


    
      	
              (f)

            	
              the
      Hunter Lode Mining Claim, U.S. Survey No. 266* (surface and
      minerals);

            


    

    


    
      	
              (g)

            	
              the
      Hunter Lode Mining Claim, U.S. Survey No. 507** (mineral rights
      only);

            


    

    


    
      	
              (h)

            	
              the
      Bates Lode Mining Claim, U.S. Survey No. 224* (surface and
      minerals);

            


    

    


    
      	
              (i)

            	
              an
      undivided 1 /4 of the McCallister Lode Mining Claim, U.S. Survey No. 235
      (mineral rights only);

            


    

    


    
      	
              (j}

            	
              Lots
      3, 4 and 5, Block 47, City of Central (together with any mineral rights,
      if any, of grantor);

            


    

    


    
      	
              (k)

            	
              Lots
      1 through 11, inclusive, Block 48, City of Central (together with any
      mineral rights, if any, of
grantor);

            


    

    


    
      	
              (l)

            	
              Lot
      1, Block 49, City of Central (any mineral rights of grantor, if any, only)

            


    

    


    As to the
Hunter Lode Mining Claim, U.S. Survey No. 266 and the Bates Lode Mining Claim,
U.S. Survey No. 224, the following applies: “Excepting and excluding, however,
from these presents all town property rights upon the surface, and there are
hereby expressly excepted and excluded from the same all houses, buildings,
structures, lots, blocks, streets, alleys or other municipal improvements on the
surface of the above-described premises not belonging to the Grantor herein, and
all rights necessary or proper to the occupation, possession and enjoyment of
the same.”

    


    As to the
Hunter Lode Mining Claim, U.S. Survey No. 507, the following applies: “Expressly
excepting and excluding, however, from these presents all that portion of the
surface ground hereinbefore described, which is embraced by said Surveys Nos.
204 and 235.”


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

    


    
      
        	
                Carr
      Claim

              	
                Mineral
      Survey No. 442

              
	 
      	 
      
	
                Ontonogan
      Lode

              	
                Mineral
      Survey No. 506

              
	 
      	 
      
	
                Ellieth
      Lode

              	
                Mineral
      Survey No. 37

              
	 
      	 
      
	
                Leavitt
      Lode

              	
                Mineral
      Survey No. 76

              
	 
      	 
      
	
                Elliott
      Lode

              	
                Mineral
      Survey No. 77

              
	 
      	 
      
	
                Hartford
      Lode

              	
                Mineral
      Survey No. 742

              
	 
      	 
      
	
                Kip
      Lode

              	
                Mineral
      Survey No. 73

              
	 
      	 
      
	
                McCallister

              	 
      
	
                Lode

              	
                Mineral
      Survey No. 235

              


      

    

    


    Conrad
Lot, City of Central, as described in Book 150, Page 332, Gilpin County,
Colorado.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    EXHIBIT B
TO ROYALTY GRANT

    


    The
definition of “Net Smelter Return Royalty” is to be defined as
follows:

    


    
      	
              1.

            	
              The
      Royalty Interest will be a Net Smelter Royalty (as hereinafter defined)
      and will be calculated and paid to the Grantee in accordance with the
      terms of this Exhibit “B.”

            


    

    


    
      	
              2.

            	
              The
      Net Smelter Royalty will be calculated on a calendar quarterly basis and
      will be equal to Gross Revenue less Permissible Deductions for such
      quarter.

            


    

    


    
      	
              3.

            	
              The
      following words will have the following
  meanings:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Gross
      Revenue” means the aggregate of the following amounts received in each
      quarterly period:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      revenue received by Grantors from arm’s length purchases of all of its or
      its successor’s share of mineral production from the properties
      (“Property”) named in this Quit Claim Deed (“share” meaning the percentage
      of actual ownership of the mineral rights by Grantors subject to the Net
      Smelter Royalty granted herewith).

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      fair market value of all mineral products sold by the Grantors in such
      quarter to persons not dealing at arm’s length with the Grantors;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              any
      proceeds of insurance on mineral
products.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Permissible
      Deductions” means the aggregate of the following charges (to the extent
      that they are not deducted by any purchaser in computing payment) that are
      paid in each quarterly period:

            


    

    


    
      	
               
      

            	
              (i)

            	
              sales
      charges levied by any sales agent on the sale of mineral
      products;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              transportation
      costs for mineral products from the Property to the place of
      beneficiation, processing or treatment and thence to the place of delivery
      of mineral products to a purchaser thereof, including shipping, freight,
      handling and forwarding expenses;

            


    

    
      	
               
      

            	
              (iii)

            	
              all
      costs, expenses and charges of any nature whatsoever which are either paid
      or incurred by the Grantors in connection with refinement or beneficiation
      of mineral products after leaving the Property, including all weighing,
      sampling, assaying and representation costs, metal losses, and umpire
      charges, and any penalties charged by the processor, refinery or smelter;
      and

            


    

    
      	
               
      

            	
              (iv)

            	
              all
      insurance costs on mineral
products;

            


    

    


    provided
that where a cost of expense otherwise constituting a Permissible Deduction is
incurred by the Grantors in a transaction with a party with whom it is not
dealing at arm’s length (as that term is defined in the Income Tax Act
(Canada), such cost or expense may be deducted, but only as to the lesser of the
actual cost incurred by the Grantors or the fair market value thereof,
calculated at the time of such transaction and under all of the circumstances
thereof.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      4.

                    	
                      The
      Royalty will be paid within ninety (90) days after the end of each
      calendar quarter. Smelter
      settlement sheets, if any, and a statement setting forth calculations in
      sufficient detail to show the payment’s derivation (the “Statement”) must
      be submitted with the
payment.

                    


            

          

        

      

    

    


    
      	
              5.

            	
              In
      the event that final amounts required for the calculation of the Royalty
      are not available within the time period referred to in section 4 of this
      Exhibit, then provisional amounts will be established and the Royalty paid
      on the basis of this provisional calculation.  Positive or
      negative adjustments will be made to the Royalty payment of the succeeding
      quarter.

            


    

    


    
      	
              6.

            	
              All
      Royalty payments will be considered final and in full satisfaction of all
      obligations of the Grantors with respect thereof, unless the Grantee
      delivers to the Grantors a written notice (the “Objection Notice”)
      describing and setting forth a specific objection to the calculation
      thereof within sixty (60) days after receipt by the Grantee of the
      Statement.  If the Grantee objects to a particular Statement as
      herein provided, the Grantee will, for a period of sixty (60) days after
      the Grantors’ receipt of such objection Notice, have the right, upon
      reasonable notice and at a reasonable time, to have the Grantors’ accounts
      and records relating to the calculation of the Royalty in question audited
      by the auditors of the Grantee.

            


    

    


    
      	
              7.

            	
              If
      such audit determines that there has been a deficiency or an excess in the
      payment made to the Grantee, such deficiency or excess will be resolved by
      adjusting the next quarterly Royalty payment due hereunder. The Grantors
      will pay the costs and expenses of such audit if a deficiency of two and
      one-half percent (2-1/2%) or more of the amount due is determined to
      exist.  All books and records used and kept by the Grantors to
      calculate the Royalty due hereunder will be kept in accordance with
      Canadian generally accepted accounting principles. Failure on the part of
      the Grantee to make claim against the Grantors for adjustment in such
      sixty (60) day period by delivery of an Objection Notice will conclusively
      establish the correctness and sufficiency of the statement and Royalty
      payments for such quarter.

            


    

    


    
      	
              8.

            	
              At
      the election of the Grantee made in writing at least ninety (90) days
      prior to the first payment on the account of the Royalty (which election
      may not be rescinded without the consent of the Grantors), the Grantee may
      elect to receive the Royalty in kind, provided that any extra costs or
      expenses incurred by the Grantors as a result of such election and payment
      of the Royalty in kind will be for the account of the Grantee and will be
      due on demand.

            


    

    


    
      	
              9.

            	
              All
      profits and losses resulting from the Grantors engaging in any commodity
      futures trading, option trading, metals trading, gold loans or any
      combination thereof, and any other hedging transactions with respect to
      mineral products which are precious metals (collectively, “Hedging
      Transactions”) are specifically excluded from calculations of the Royalty
      pursuant to this Exhibit “B” (it being the intent of the parties that the
      Grantors will have the unrestricted right to market and sell mineral
      products to third parties in any manner it chooses and that the Grantee
      will not have any right to participate in such marketing activities or to
      share in any profits or losses therefrom). All Hedging Transactions by the
      Grantors and all profits or losses associated therewith, if any, will be
      solely for the Grantors’ account. The amount of Net Smelter Revenue from
      all mineral products subject to Hedging transactions by the Grantors will
      be determined pursuant to the provisions of this paragraph 9 and not
      paragraph 2. As to precious metals subject to Hedging Transactions by the
      Grantors, Net Smelter Revenue will be determined without reference to
      Hedging Transactions and will be determined by using, for gold, the
      monthly average price of gold, which will be calculated by dividing the
      sum of all London Bullion Market Association P.M. Gold Fix prices reported
      for the calendar quarter in question by the number of days for which such
      prices were quoted, and for silver, the monthly average price of silver,
      which will be calculated by dividing the sum of all New York Commodity
      Exchange (“COMEX”) prices for silver quoted by and at the closing of COMEX
      reported for the calendar quarter in question by the number of days for
      which such prices were quoted, less, in each case, an amount reasonably
      equivalent to the deductions permitted by paragraph 3(b). Any mineral
      products subject to Hedging Transactions will be deemed to be sold, and
      revenues received therefrom, only on the date of final settlement of the
      amount of refined mineral products allocated to the account of the
      Grantors by a third party refinery in respect of such transactions.
      Furthermore, the Grantors will have no obligation to fulfill any futures
      contracts, forward sales, gold loans or other Hedging Transactions which
      the Grantors may hold with mineral
products.

            


    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(c)

    PROPERTY
LIST

    


    Bates
Hunter Land Status

    Hunter
Gold Claims

    


    
      
        
          
            
              
                	
                        Patented Mining

                        Claims

                      	 
      	
                        Acres

                      	 
      	
                        %

                      	 
      	
                        Mineral/Surface

                        according to

                        O&E report

                      	 
      	
                        Gilpin Co.

                        Acct #

                      	 
      	
                        Notes

                      
	
                        #
      37 Ellieth

                      	 
      	
                        0.275

                      	 
      	
                        50

                      	 
      	
                        M

                      	 
      	
                        N007536

                      	 
      	
                        50%
      Central City develop

                      
	
                        #
      73 Kip

                      	 
      	
                        0.94  

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N009767

                      	 
      	
                        Mineral
      east 450 ft; surface east of Ontonagan

                      
	
                        #
      76 Leavitt

                      	 
      	
                        0.67  
      

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N007534

                      	 
      	 
      
	
                        #
      77 Elliot

                      	 
      	
                        0.03  
      

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N009763

                      	 
      	 
      
	
                        #
      204 Discovery

                      	 
      	
                        0.14  
      

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N007413

                      	 
      	
                        Koening,
      part of Discovery claim that lies inside German claim

                      
	
                        #
      204 German

                      	 
      	
                        2.09  

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N009515

                      	 
      	
                        Koening,
      1/3 of east 185 ft of German incl. part of Discovery w/in German
      claim

                      
	
                        #
      224 Bates

                      	 
      	
                        0.21  
      

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N007416

                      	 
      	 
      
	
                        #
      235 McCallister

                      	 
      	
                        1.05  
      

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N009765

                      	 
      	 
      
	
                        #252
      Hope #2

                      	 
      	
                        1.12  
      

                      	 
      	
                        10

                      	 
      	
                        S

                      	 
      	
                        N009766

                      	 
      	
                        Mammoth
      Hill owns 90% surface, 100% mineral

                      
	
                        #
      266 Hunter

                      	 
      	
                        0.32  
      

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N009514

                      	 
      	 
      
	
                        #
      442 Carr

                      	 
      	
                        5.12  
      

                      	 
      	
                        99

                      	 
      	
                        M,S

                      	 
      	
                        N007466

                      	 
      	
                        1%
      Goldsearch Resources (1% NSR?)

                      
	
                        #
      506 Ontonagon

                      	 
      	
                        0.48  
      

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N009762

                      	 
      	 
      
	
                        #
      507 Hunter

                      	 
      	
                        0.09  
      

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N007415

                      	 
      	 
      
	
                        #
      675 Mosell

                      	 
      	
                        3.05  
      

                      	 
      	
                        33

                      	 
      	
                        S

                      	 
      	
                        N009768

                      	 
      	
                        NE
      of railroad grade; Mammoth Hill owns 33% mineral - other mineral
      owner?

                      
	
                        #
      730 Saxon

                      	 
      	
                        2.92  
      

                      	 
      	
                        100

                      	 
      	
                        M,S

                      	 
      	
                        N007414

                      	 
      	
                        Surface
      north of railroad grade only

                      
	
                        #
      734 Kitty

                      	 
      	
                        4.35  
      

                      	 
      	
                        34

                      	 
      	
                        M,S

                      	 
      	
                        N009517

                      	 
      	
                        Portion
      not covered by surface lots

                      
	
                        # 742 Hartford

                      	 
      	
                        1.72   

                      	 
      	
                        100

                      	 
      	
                        M

                      	 
      	
                        N009764

                      	 
      	 
      
	
                        Mineral
      Acres

                      	
                          

                      	
                        22.855

                      	
                          

                      	 
      	
                          

                      	 
      	
                          

                      	 
      	
                          

                      	 
      


              

            

          

        

      

    

    


    
      
        
          
            	
                    Parcels

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    blk
      47, lot 3, 4, 5, Central City

                  	 
      	
                    0.26  
      

                  	 
      	
                    100

                  	 
      	
                    M,S

                  	 
      	
                    R002335

                  	 
      	
                    Gilpin
      Co. parcel #183512401104

                  
	
                    blk
      48, lot 1-11, Central City

                  	 
      	
                    0.64  
      

                  	 
      	
                    100

                  	 
      	
                    M,S

                  	 
      	
                    R002336

                  	 
      	
                    Gilpin
      Co. parcel #183512401084

                  
	
                    blk 49, lot 1, Central City

                  	 
      	
                    0.08   

                  	 
      	
                    100

                  	 
      	
                    M

                  	 
      	
                    R002337

                  	 
      	
                    Gilpin
      Co. parcel #183512401075

                  
	
                    Parcel
      Acres

                  	
                      

                  	
                    0.98  
      

                  	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

    

    


    
      
        
          
            	
                    Total
      Acres

                  	
                      

                  	
                    23.835

                  	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      	
                      

                  	 
      


          

        

      

    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(f)

    ASSETS

    


    
      	
               
      

            	
              (i)

            	
              Gallows
      & Frame;

            


    

    
      	
               
      

            	
              (ii)

            	
              Hoist;

            


    

    
      	
               
      

            	
              (iii)

            	
              Hobart
      Welder;

            


    

    
      	
               
      

            	
              (iv)

            	
              Skid
      Loader;

            


    

    
      	
               
      

            	
              (v)

            	
              Compressor;

            


    

    
      	
               
      

            	
              (vi)

            	
              Compressor
      (Denver);

            


    

    
      	
               
      

            	
              (vii)

            	
              Steel
      Work Bench;

            


    

    
      	
               
      

            	
              (viii)

            	
              Bench
      Drill;

            


    

    
      	
               
      

            	
              (ix)

            	
              Bolt
      Bins – 3;

            


    

    
      	
               
      

            	
              (x)

            	
              Box
      Bins – 2;

            


    

    
      	
               
      

            	
              (xi)

            	
              Stopers
      (Gardner);

            


    

    
      	
               
      

            	
              (xii)

            	
              Air
      Trans – 5,000 Gallon;

            


    

    
      	
               
      

            	
              (xiii)

            	
              Miscellaneous
      Hand Tools;

            


    

    
      	
               
      

            	
              (xiv)

            	
              Miscellaneous
      Office Equipment;

            


    

    
      	
               
      

            	
              (xv)

            	
              Water
      Plant;

            


    

    
      	
               
      

            	
              (xvi)

            	
              Front
      End Loader; and

            


    

    
      	
               
      

            	
              (xv)

            	
              any
      contract rights or other personal property rights associated with the real
      property conveyed under the
deed

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    
      
        

      

    

    
      FORM
OF

      BILL
OF SALE

    

    
      


      FOR VALUABLE CONSIDERATION, CENTRAL CITY CONSOLIDATED,
CORP., a Colorado corporation, HUNTER
GOLD MINING INC., a Colorado corporation and GEORGE
E. OTTEN (collectively, the “Sellers”) hereby convey and
warrant to HUNTER BATES MINING
CORPORATION, a Minnesota corporation (“Purchaser”), the following
personal property owned by Sellers and located at the property known as the
“Bates Hunter Mine”: (i) Gallows & Frame; (ii) Hoist; (iii) Hobart Welder;
(iv) Skid Loader; (v) Compressor; (vi) Compressor (Denver); (vii) Steel Work
Bench; (viii) Bench Drill; (ix) Bolt Bins – 3; (x) Box Bins – 2; (xi) Stopers
(Gardner); (xii) Air Trans – 5,000 Gallon; (xiii) Miscellaneous Hand Tools;
(xiv) Miscellaneous Office Equipment; (xv) Water Plant; (xvi) Front End Loader;
and (xv) any contract rights or other personal property rights associated with
the real property conveyed under the deed delivered of even date herewith to the
Purchaser (collectively the “Personal
Property”).

      


      Sellers represent and warrant to
Purchaser that Sellers are the owners of the Personal Property described above,
that the Personal Property is free from all encumbrances and that Sellers have
the right to sell and convey the Personal Property to Purchaser. This Bill of
Sale shall bind the Sellers and their successors and assigns and benefit the
Purchaser and its successors and assigns.

       

      
        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B


    


    [To be
prepared by local title company]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    FORM
OF

    REPRESENTATION
AND STOCK RESTRICTION AGREEMENT

     

    THIS
REPRESENTATION AND STOCK RESTRICTION AGREEMENT between and among
_______________________________, a shareholder of Hunter Gold Mining Inc., a
Colorado Corporation (hereafter referred to as “Seller”) and Wits Basin Precious
Minerals, Inc., a Minnesota Corporation (hereafter referred to as
“Corporation”).

    


    WITNESSETH:

    


    WHEREAS, the parties hereto
have entered into a Stock Purchase Agreement dated the ___ day of _____________,
2006 (the “Stock Purchase Agreement”), to sell to the Corporation shares of
Hunter Gold Mining Corp. in exchange for cash and shares of the ______ par value
common capital stock of the Corporation (the “Shares”); and

    


    WHEREAS, in order to close the
transactions contemplated by the Stock Purchase Agreement, the Stock Purchase
Agreement requires the execution of this Agreement;

    


    NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and in the
Stock Purchase Agreement, the parties hereto hereby agree as
follows:

    


    1.           Seller
hereby represents and warrants to the Corporation:

    


    1.1           Organization and
Existence. To the extent indicated on the signature pages hereto, the
Seller is either (i) a limited partnership duly organized and validly existing
under the laws of its jurisdiction of formation, (ii) a limited liability
company duly organized and validly existing under the laws of its jurisdiction
of formation, (iii) a trust duly organized and validly existing under the laws
of its jurisdiction of formation, (iv) a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation or (v) an
individual. The Seller represents that it was not organized for the purpose of
making an investment in the Corporation.

    


    1.2           Authorization. The
execution, delivery and performance of this Agreement by the Seller and the
consummation by the Seller of the transactions contemplated hereby and thereby
are within the powers of the Seller and have been duly authorized by all
necessary individual, corporate, partnership or limited liability company
action, as appropriate, on the part of the Seller.  This Agreement
constitutes the valid and binding agreements of the Seller, enforceable against
Seller in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, reorganization and moratorium laws, (ii) other laws of general
application affecting the enforcement of creditors’ rights generally and general
principles of equity, (iii) the discretion of the court before which any
proceeding therefor may be brought, and (iv) by federal or state securities laws
or by public policy of rights to indemnification. All action required for the
lawful execution and delivery of this Agreement has been taken.

    


    1.3           Finders’ Fees. There
is no investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of Seller who might be entitled to
any fee or commission from the Corporation or Seller upon consummation of the
transactions contemplated by this Agreement and the Stock Purchase
Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    1.4           Purchase Entirely for Own
Account. The Shares to be received by Seller pursuant to the terms hereof
will be acquired for investment for Seller’s own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof.
Seller has no present intention of selling, granting any participation in, or
otherwise distributing the Shares acquired by Seller without prejudice, however,
to Seller’s right at all times to sell or otherwise dispose of all or any part
of the Shares under an effective registration statement under the Securities Act
or under an exemption from such registration available under the Securities Act
the availability of which has been opined to by counsel reasonably satisfactory
to the Corporation. Seller has no contract, undertaking, agreement or
arrangement with any person to sell or transfer, or grant any participation to
such person or to any third person, with respect to the Shares to be acquired by
Seller.

    


    1.5           Accredited Investor, Access
to Information, Experience, Etc.

    


    (a)           The
address set forth on the signature pages of this Agreement is Seller’s true and
correct business, residence or domicile address. Seller has received and read
and is familiar with this Agreement. Seller has substantial experience in
evaluating non-liquid investments such as the Shares and is capable of
evaluating the merits and risks of an investment in the
Corporation.  Seller is an “accredited investor” as that term is
defined in Rule 501 of Regulation D promulgated under the Securities
Act.

    


    (b)           Seller
has been furnished access to the business records of the Corporation and such
additional information and documents as Seller has requested and has been
afforded an opportunity to ask questions of, and receive answers from,
representatives of the Corporation concerning the terms and conditions of this
Agreement, the purchase of the Shares, the business, operations, market
potential, capitalization, financial condition and prospects of the Corporation,
and all other matters deemed relevant to Seller.

    


    (c)           Seller
acknowledges that it has had an opportunity to evaluate all information
regarding the Corporation as it has deemed necessary or desirable in connection
with the transactions contemplated by this Agreement, has independently
evaluated the transactions contemplated by this Agreement and has reached its
own decision to enter into this Agreement.

    


    2.           Restricted
Securities. Seller understands that the Shares to be acquired by Seller
have not been registered under the Securities Act or the laws of any state and
may not be sold or transferred, or otherwise disposed of, without registration
under the Securities Act and applicable state securities laws, or pursuant to an
exemption therefrom. In the absence of an effective registration statement
covering the Shares, Seller will sell or transfer, or otherwise dispose of, the
Shares to be acquired by Seller only in a manner consistent with its
representations and agreements set forth herein, and any applicable Federal and
state securities laws.  In addition, during the Lock-out Period (as
defined below), the Seller will not, without the prior written consent of the
Company, offer, pledge, sell, loan, contract to sell, grant any option for the
sale of, or otherwise dispose of, directly or indirectly, the Shares acquired or
otherwise held by Seller.  “Lock-out Period” is defined as that period
beginning on the date of issuance of the Shares and ending on the earlier of (i)
that date which is four (4) years following the date hereof, and (ii) that date
which is the end of the first calendar quarter in which the Company realizes
Profit (as defined below) in excess of US$100,000 in such calendar quarter from
the real estate commonly known as the “Hunter Gold Mine”, located in the
______________ County, Colorado, USA (the “Mine”), which was acquired by Company
from Seller as of the date hereof.  “Profit” is defined as (i) that
amount which is all revenue received by the Company from sales of minerals or
mineral by-products from the Mine for the immediately preceding calendar
quarter, less (ii) all the Company’s expenses, including interest expense but
excluding depreciation, distributions or dividends paid to shareholders of
Company, incurred in connection with such sales or the operation of the Mine for
the immediately preceding calendar quarter. At the end of the Lock-out Period
(as defined below), the Company will use commercially reasonable efforts to file
a registration statement to permit the resale of the Shares following the end of
the Lock-out Period.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    3.           Legends. The parties
agree and it is understood that the certificates evidencing the Shares will bear
the following legends:

    


    3.1           THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS
CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND SUCH APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE CORPORATION
RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION TO THE
EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.  IN ADDITION, THE SECURITIES MAY NOT BE SOLD FOR
A PERIOD OF FOUR (4) YEARS FOLLOWING THE DATE OF ISSUANCE OF THE SECURITIES
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

    


    3.2           Any
legend required by the Blue Sky laws of any state.

    


    3.3           Any
legend required by the securities laws of Canada.

    


    The
legend referred to in section 3.1 above shall be removed by the Corporation from
any certificate at such time as the holder of the securities represented by the
certificate delivers an opinion of counsel reasonably satisfactory to the
Corporation to the effect that such legend is not required in order to establish
compliance with any provisions of the Securities Act, or at such time as the
holder of such shares satisfies the requirements of Rule 144(k) or such other
substantially similar rule promulgated under the Securities Act then in effect
under the Securities Act; provided, that the Corporation has received from the
holder a written representation that (i) such holder is not an affiliate of the
Corporation and has not been an affiliate during the preceding three (3) months,
(ii) such holder has beneficially owned the shares represented by the
certificate for a period of at least two (2) years (or the period of time then
required by Rule 144(k) or such other substantially similar rule promulgated
under the Securities Act then in effect), and (iii) such holder otherwise
satisfies the requirements of Rule 144(k) as then in effect with respect to such
shares.

    


    4.           Miscellaneous.

    


    4.1           Survivability. The
representations and warranties of the Seller contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
the Closing for a period of two (2) years following the Closing.

    


    4.2           Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    4.3           Governing
Law; Venue.

     

    (a)           This
Agreement and the legal relations among the parties hereto will be governed by
and construed in accordance with the internal substantive laws of the State of
Colorado (without regard to the laws of conflict that might otherwise apply) as
to all matters, including without limitation matters of validity, construction,
effect, performance and remedies.

    


    (b)           The
parties hereby irrevocably submit to the jurisdiction of the federal courts in
the United States District Court for the District of Minnesota in the State of
Minnesota or, if such federal courts are unavailable to the parties, the courts
of the State of Minnesota in Hennepin County, Minnesota in respect of the
interpretation and enforcement of the provisions of this Agreement and the
documents contemplated hereby and in respect of the transactions contemplated
hereby.

    


    4.4           Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    


    4.5           Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this
Agreement.

    


    4.6           Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given (i) upon personal
delivery to the party to be notified, (ii) four (4) days after deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
(iii) one day after deposit with a reputable overnight courier service and
addressed to the party to be notified or (iv) upon confirmation of receipt of a
successful facsimile transmission; provided, however, that all the times in (ii)
and (iii) shall be increased by three (3) days in the event that notice is being
sent internationally.

    


    Any
notice to Seller shall be sent to the address indicated for Seller on the
signature page hereof, or at such other address as such party may designate by
ten (10) days’ advance written notice to the other parties.

    


    Any
notice to the Corporation shall be sent to:

    


    _____________________________.

    Attention:
Stephen D. King, President

    ___________________________

    _________________________  U.S.A.

    Facsimile:
+1-______________________

    


    with a
copy (which shall not constitute notice) to:

    _________________________

    
      _________________________

      
        _________________________

        
          _________________________

        

      

    

    Facsimile: _________________________             

    


    or at
such other address as the Corporation may designate by ten (10) days’ advance
written notice to the other parties.

    


    4.7           Entire Agreement; Amendments
and Waivers. This Agreement constitutes the full and entire understanding
and agreement among the parties with regard to the subjects
hereof.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    4.8           Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

    


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