EXHIBIT
10.3

      


      

      


      Dated      17
March   2009

      


      (1)  LONDON
MINING PLC

      


      (2)  WITS
BASIN PRECIOUS MINERALS INC.

      


      WITS
BASIN LOAN AGREEMENT


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS AGREEMENT IS MADE
ON                  17    March          
2009

      


      BETWEEN:-

      


      
        	
                (1)

              	
                LONDON MINING PLC a
      company incorporated in England and Wales with registered number 5424040
      whose registered office is at 39 Sloane Street, London SW1X 9LP (the
      "Lender");
      and

              


      

      


      
        	
                (2)

              	
                WITS BASIN PRECIOUS MINERALS
      INC. a company incorporated in the State of Minnesota, United
      States with registered number 84-1236619 whose registered office is at 80
      South 8th
      Street, Suite 900, Minneapolis, Minnesota 55402 ("Wits
      Basin")  (the "Borrower").

              


      

      


      WHEREAS:-

      


      
        	
                (A)

              	
                Under
      the Subscription Agreement the Lender agrees to advance to the Borrower
      the sum of US$5,750,000 by way of loan to fund the repayment of the China
      Gold Debt and the payment of the WB
Expenses.

              


      

      


      
        	
                (B)

              	
                This
      Agreement sets out the terms on which the Loan is
  made.

              


      

      


      NOW IT IS
AGREED AS FOLLOWS:

      


      
        	
                1.

              	
                DEFINITIONS

              


      

      


      
        	
                 

              	
                
                  In
      this Agreement, the following words and phrases have the following
      meanings:

                

              


      

      


      
        	
                 
      

              	
                Business
      Day

              	
                means
      any day other than a Saturday or Sunday, on which clearing banks are open
      for business in the City of London, the United States, the British Virgin
      Islands and the People's Republic of China.

              
	 
      	 
      	 
      
	 
      	
                CGMR
      BVI

              	
                means
      China Global Mining Resources (BVI) Limited with company number 1513743
      duly incorporated under the laws of the British Virgin Islands whose
      registered office is 56, Administration Drive, P.O. Box 3190, Road Town,
      British Virgin Islands.

              
	 
      	 
      	 
      
	 
      	
                China
      Gold

              	
                means
      China Gold, LLC, a limited liability company organised under the laws of
      the State of Kansas in the United States.

              
	 
      	 
      	 
      
	 
      	
                China
      Gold Debt

              	
                means
      US$5,600,000, being part of the principal and accrued but unpaid interest
      outstanding under the Wits Basin Promissory
  Note.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                Completion
      Date

              	
                means
      the date on which the Lender subscribes for shares in CGMR BVI pursuant to
      the Subscription Agreement.

              
	 
      	 
      	 
      
	 
      	
                Event
      of Default

              	
                has
      the meaning ascribed to that expression in clause 7.1.

              
	 
      	 
      	 
      
	 
      	
                Group

              	
                means,
      in relation to a company, the company and any parent undertaking of that
      company from time to time and all subsidiary undertakings of that company
      or any such parent undertaking from time to time (other than, in the case
      of CGMR BVI: the Borrower, the Lender and any of their parent undertakings
      from time to time, and in the case of the Borrower: other than CGMR BVI
      and any of its subsidiaries from time to time, and in the case of the
      Lender, other than CGMR BVI and any of its subsidiaries from time to
      time).

              
	 
      	 
      	 
      
	 
      	
                Loan

              	
                means
      the amount outstanding from time to time under the loan facility of
      US$5,750,000 made available by the Lender to the Borrower on the
      Completion Date under the terms of this Agreement.

              
	 
      	 
      	 
      
	 
      	
                Long
      Stop Date

              	
                31
      January 2014.

              
	 
      	 
      	 
      
	 
      	
                Shares

              	
                means
      any shares in CGMR BVI held by the Borrower or any other member of the
      Borrower's Group at the time of repayment of the Loan in accordance with
      this Agreement.

              
	 
      	 
      	 
      
	 
      	
                Subscription
      Agreement

              	
                means
      the subscription agreement between the Lender and the Borrower dated 12
      January 2009 whereby the Lender conditionally agrees to subscribe for
      shares in CGMR BVI, as amended, novated or substituted from time to
      time.

              
	 
      	 
      	 
      
	 
      	
                Target
      Entities

              	
                means
      each of Nanjing Sudan Mining Co. Ltd and Maanshan Xiaonanshan Mining Co.
      Ltd, and if subsequently acquired by a member of CGMR BVI's Group,
      Maanshan Zhao Yuan Mining Co. Ltd.

              
	 
      	 
      	 
      
	 
      	
                WB
      Expenses

              	
                means
      the outstanding payment obligation of the Borrower of US$150,000 owing to
      Maslon Edelman Borman & Brand,
LLP.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                Wits
      Basin Promissory Note

              	
                means
      the Second Amended and Restated Promissory Note in the aggregate principal
      amount of US$10,421,000 issued by Wits Basin to China Gold on 22 December
      2008 pursuant to the Convertible Notes Purchase Agreement dated 10 April
      2007 between China Gold and Wits Basin as amended by the Amendment to
      Convertible Notes Purchase Agreement dated 19 June 2007, by the Amendment
      No. 2 to Convertible Notes Purchase Agreement dated 10 November 2008, by
      the Amendment No. 3 to Convertible Notes Purchase Agreement dated 22
      December 2008 and as amended from time to
time.

              


      

      


      
        	
                2.

              	
                USE
      OF LOAN

              


      

      


      
        	
                2.1

              	
                The
      Lender shall advance the Loan to the Borrower on the date of this
      Agreement and the Borrower agrees to use those funds to repay the WB
      Expenses and to repay to China Gold the China Gold
  Debt.

              


      

      


      
        	
                2.2

              	
                The
      Borrower irrevocably and unconditionally instructs the Lender to advance
      on the Completion Date:

              


      

      


      
        	
                 
      

              	
                2.2.1

              	
                an
      amount equal to WB Expenses direct to Maslon Edelman Borman & Brand
      LLP; and

              


      

      


      
        	
                 
      

              	
                2.2.2

              	
                an
      amount equal to China Gold Debt direct to China
  Gold,

              


      

      


      and the
parties agree that receipt of the amounts set out in paragraphs 2.2.1 and 2.2.2
above into the respective accounts of Maslon Edelman Borman & Brand LLP and
China Gold shall be evidence that the Borrower and Lender have satisfied their
respective obligations under clause 2.1.

      


      
        	
                3.

              	
                INTEREST

              


      

      


      
        	
                3.1

              	
                The
      Loan shall carry interest at the rate of two per cent per annum above the
      Prime Rate, as reported by the Wall Street Journal from time to time, (the
      "Interest Rate"),
      subject to a maximum Interest Rate of eight per cent (8%), or at such
      other commercial rate of interest as the Borrower and the Lender may agree
      from time to time.

              


      

      


      
        	
                3.2

              	
                Interest
      shall accrue from day to day and shall be calculated on the basis of a
      year of 365 days and the actual number of days
  elapsed.

              


      

      


      
        	
                3.3

              	
                Interest
      shall only be payable in accordance with clause
  4.

              


      

      


      
        	
                3.4

              	
                For
      the avoidance of doubt, no interest accruing in respect of the Loan shall
      compound on any date.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                4.

              	
                REPAYMENT

              


      

      


      
        	
                4.1

              	
                The
      Borrower shall repay the Loan and any accrued but unpaid interest on the
      Loan to the Lender (less any tax which the Borrower is required by law to
      deduct or withhold), in the event of a sale by the Borrower or any other
      member of the Borrower's Group of any of their Shares, or the granting of
      a charge over the Shares to a third party (other than the charge given in
      favour of China Gold under the Amended and Restated Share Pledge given by
      the Borrower in favour of China Gold dated 22 December 2008 or as
      otherwise agreed by the Lender) or if earlier, any of the
      following:

              


      

      


      
        	
                 
      

              	
                4.1.1

              	
                the
      Long Stop Date;

              


      

      


      
        	
                 
      

              	
                4.1.2

              	
                the
      termination of the Shareholders' Agreement pursuant to clause 18 of the
      Shareholders' Agreement;

              


      

      


      
        	
                 
      

              	
                4.1.3

              	
                the
      making of an order or the passing of an effective resolution for the
      winding-up of the Borrower or any member of the Borrower's Group (other
      than a solvent winding-up for the purposes of amalgamation or
      reconstruction); or

              


      

      


      
        	
                 
      

              	
                4.1.4

              	
                as
      otherwise agreed by the parties from time to
  time.

              


      

      


      
        	
                4.2

              	
                In
      the event of a sale by the Borrower or any other member of  the
      Borrower's Group of any of their Shares, the Borrower agrees to procure
      that a condition to the completion of any such sale will be the repayment
      to the Lender of an amount equal to no more than the gross proceeds of
      such sale. For the avoidance of doubt, this Agreement will continue to
      apply to the extent that any of the principal outstanding under the Loan
      and any accrued but unpaid interest on the Loan has not been repaid to the
      Lender under this clause 4.2.

              


      

      


      
        	
                5.

              	
                VOLUNTARY PREPAYMENT

              


      

      


      The
Borrower may at any time prepay without premium or penalty the whole or any part
of the Loan. Any such prepayment shall be accompanied by accrued but unpaid
interest (less any tax which the Borrower is required by law to deduct or
withhold) on the prepaid amount.

      


      
        	
                6.

              	
                ASSIGNMENT

              


      

      


      
        	
                6.1

              	
                This
      Agreement shall be binding on and ensure for the benefit of the Lender and
      its successors, assigns and
transferees.

              


      

      


      
        	
                6.2

              	
                The
      Borrower shall not be entitled to assign or transfer all or any of its
      rights under this Agreement without the prior written consent of the
      Lender.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                6.3

              	
                The
      Lender shall not be entitled to assign or transfer all or any of its
      rights under this Agreement without the prior written consent of the
      Borrower, provided that if such assignment or transfer is to another
      member of the Lender's Group, such consent shall not unreasonably be
      withheld, delayed or conditioned by the
  Borrower.

              


      

      


      
        	
                7.

              	
                DEFAULT

              


      

      


      
        	
                7.1

              	
                Each
      of the events set out below is an Event of
  Default:

              


      

      


      
        	
                 
      

              	
                7.1.1

              	
                the
      Borrower or any relevant member of the Borrower's Group does not pay any
      sum due from it under this Agreement at the time and in the manner
      provided in this Agreement and such sum remains unpaid for at least 30
      days from such time;

              


      

      


      
        	
                 
      

              	
                7.1.2

              	
                the
      appointment of an administrator or a receiver or a similar official in
      respect of the undertaking and all or substantially all of the assets of
      the Borrower or any member of the Borrower's
  Group;

              


      

      


      
        	
                 
      

              	
                7.1.3

              	
                distress
      or execution (or other similar process) being levied upon, or enforced
      against, all or substantially all of the assets of the Borrower or any
      member of the Borrower's Group and not being either disputed or fully paid
      out or discharged within ninety days;
or

              


      

      


      
        	
                 
      

              	
                7.1.4

              	
                the
      Borrower is unable to (or admits its inability to) pay its debts as they
      fall due or is (or deemed to be) insolvent under any applicable
      law.

              


      

      


      
        	
                7.2

              	
                If
      any Event of Default shall occur, the Lender may, at any time after the
      occurrence of such Event of Default, by notice to the Borrower declare the
      Loan to be due and payable on such date as it may specify in such
      notice.

              


      

      


      
        	
                7.3

              	
                On
      the issue of a notice under clause 7.2, the Loan shall become so due and
      payable on the date specified in the notice, together with all accrued but
      unpaid interest (less any tax which the Borrower is required by law to
      deduct or withhold) then owed by the Borrower under this
      Agreement.

              


      

      


      
        	
                8.

              	
                TAXES

              


      

      


      All
payments by the Borrower under this Agreement shall be made free and clear of
any deduction or withholding of any kind save for any withholding or deduction
of tax which the Borrower is required by law to withhold or deduct.

      


      
        	
                9.

              	
                PAYMENTS

              


      

      


      
        	
                9.1

              	
                All
      sums payable by the Borrower under this Agreement shall be paid in US
      Dollars without any counterclaim or
setoff.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                9.2

              	
                Any
      sum which falls due under this Agreement on a day which is not a Business
      Day shall be payable on the next Business
Day.

              


      

      


      
        	
                10.

              	
                NOTICES

              


      

      


      Form
of Notice

      


      
        	
                10.1

              	
                Any
      notice, consent, request, demand, approval or other communication to be
      given or made under or in connection with this Agreement (each a "Notice"
      for the purposes of this clause) shall be in writing and signed by or on
      behalf of the person giving it.

              


      

      


      Method
of service

      


      
        	
                10.2

              	
                Service
      of a Notice must be effected by one of the following
    methods:

              


      

      


      
        	
                 
      

              	
                10.2.1

              	
                by
      hand to the relevant address set out in clause 10.4 and shall be deemed
      served upon delivery if delivered during a Business Day, or at the start
      of the next Business Day if delivered at any other time;
  or

              


      

      


      
        	
                 
      

              	
                10.2.2

              	
                by
      prepaid first-class post to the relevant address set out in clause 10.4
      and shall be deemed served at the start of the second Business Day after
      the date of posting; or

              


      

      


      
        	
                 
      

              	
                10.2.3

              	
                by
      prepaid international airmail to the relevant address set out in clause
      10.4 and shall be deemed served at the start of the fourth Business Day
      after the date of posting; or

              


      

      


      
        	
                 
      

              	
                10.2.4

              	
                by
      facsimile transmission to the relevant facsimile number set out in clause
      10.4 and shall be deemed served on despatch if despatched during a
      Business Day, or at the start of the next Business Day if despatched at
      any other time, provided that in each case a receipt indicating complete
      transmission of the Notice is obtained by the sender and that a copy of
      the Notice is also despatched to the recipient using a method described in
      clause 10.2.1 to clause 10.2.3 (inclusive) no later than the end of the
      next Business Day.

              


      

      


      
        	
                10.3

              	
                In
      clause 10.2 "during a Business Day" means any time between 9.30 a.m. and
      5.30 p.m. on a Business Day based on the local time where the recipient of
      the Notice is located.  References to "the start of [a] Business
      Day" and "the end of [a] Business Day" shall be construed
      accordingly.

              


      

      


      Address
for service

      


      10.4             Notices
shall be addressed as follows:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  10.4.1

                	
                  Notices
      for the Lender shall be marked for the attention
  of:

                


        

      

      


      
        	
              	
                Name: 

              	
                Rohit
      Bhoothalingam

              


      

      


      
        	
              	
                Address: 

              	
                39
      Sloane Street, London SW1X 9LP

              


      

      


      
        	
                
                

              	
                Fax
      number:

              	
                +44
      (0) 207 201 5050

              


      

      


      
        	
                 
      

              	
                10.4.2

              	
                Notices
      for the Borrower shall be marked for the attention
  of:

              


      

      
        


        
          	
                	
                  Name: 

                	
                        
                    Stephen
      King

                  

                


        

        


        
          
            
              	
                    	
                      Address: 

                    	
                            
                        Wits
      Basin Precious Minerals Inc

                      

                    
	 	 	      
                      Minneapolis,
      Minnesota
      55402-8773

                    
	 	 	80 South
      8th Street, Suite 900


            

          

        

        


        
          	
                  
                  

                	
                  Fax
      number:

                	
                  (US)
      1 (612) 395-5276

                


        

      

      


      Change
of details

      


      
        	
                10.5

              	
                A
      party may change its address for service provided that it gives the other
      party not less than 28 days' prior notice in accordance with this clause
      10. Until the end of such notice period, service on either address shall
      remain effective.

              


      

      


      
        	
                11.

              	
                GENERAL

              


      

      


      Entire
Agreement

      


      
        	
                11.1

              	
                This
      Agreement (together with any documents referred to in this Agreement or
      required to be entered into pursuant to this Agreement) contains the
      entire agreement and understanding of the parties and supersedes all prior
      agreements, understandings or arrangements (both oral and written)
      relating to the subject matter of this Agreement and any such
      document.

              


      

      


      Counterparts

      


      
        	
                11.2

              	
                This
      Agreement may be executed in two or more parts or copies and execution by
      each of the parties of any one or more of such part or copies will
      constitute due execution of this
Agreement.

              


      

      


      No
Partnership or Agency

      


      
        	
                11.3

              	
                This
      Agreement shall not be construed as creating any partnership or agency
      relationship between any of the
parties

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Variation

      


      
        	
                11.4

              	
                No
      variation of this Agreement shall be effective unless made in writing and
      signed by or on behalf of all the parties and expressed to be such a
      variation.

              


      

      


      Governing
law

      


      
        	
                11.5

              	
                This
      Agreement shall be governed by, and construed in accordance with, the laws
      of England and Wales.

              


      

      


      
        	
                11.6

              	
                The
      Parties irrevocably submit to the exclusive jurisdiction of the courts of
      England and Wales in respect of any claim or matter arising under or in
      connection with this Agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    	
                            SIGNED
by

                          	
                            )

                          
	
                            for
      and on behalf of

                          	
                            )

                          
	
                            LONDON
      MINING PLC

                          	
                            )

                          
	 
      	
                            /s/ Rachel Rhodes

                          	
                             

                          


                  

                

              

            

          

        

      

      


      
        
          
            
              	
                      SIGNED
by

                    	
                      )

                    
	
                      for
      and on behalf of

                    	
                      )

                    
	
                      WITS
      BASIN PRECIOUS

                    	
                      )

                    
	
                      MINERALS
      INC.

                    	
                      )

                    
	 
      	
                      /s/ Stephen D. King