EXHIBIT
10.1

    


    

    


    Dated      17    March       2009

    


    (1)  London
Mining plc

    


    (2)  Wits
Basin Precious Minerals Inc.

    


    SUBSCRIPTION
AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	
                                                                                CLAUSE

                                                                              	 	
                                                                                PAGE

                                                                              
	 	 	 	 
	
                                                                                1.

                                                                              	
                                                                                DEFINITIONS AND
    INTERPRETATION

                                                                              	 	
                                                                                4

                                                                              
	 	 	 	 
	
                                                                                2.

                                                                              	
                                                                                COMPLETION

                                                                              	 	
                                                                                19

                                                                              
	 	 	 	 
	
                                                                                3.

                                                                              	
                                                                                WARRANTIES

                                                                              	 	
                                                                                28

                                                                              
	 	 	 	 
	
                                                                                4.

                                                                              	
                                                                                UNDERTAKINGS

                                                                              	 	
                                                                                32

                                                                              
	 	 	 	 
	
                                                                                5.

                                                                              	
                                                                                CONFIDENTALITY

                                                                              	 	
                                                                                32

                                                                              
	 	 	 	 
	
                                                                                6.

                                                                              	
                                                                                ANNOUNCEMENTS

                                                                              	 	
                                                                                33

                                                                              
	 	 	 	 
	
                                                                                7.

                                                                              	
                                                                                TERMINATION

                                                                              	 	
                                                                                34

                                                                              
	 	 	 	 
	
                                                                                8.

                                                                              	
                                                                                COSTS

                                                                              	 	
                                                                                34

                                                                              
	 	 	 	 
	
                                                                                9.

                                                                              	
                                                                                APPLICABLE LAW AND
    JURISDICTION

                                                                              	 	
                                                                                34

                                                                              
	 	 	 	 
	
                                                                                10.

                                                                              	
                                                                                  GENERAL

                                                                              	 	
                                                                                34

                                                                              
	 	 	 	 
	
                                                                                11.

                                                                              	
                                                                                  NOTICES

                                                                              	 	
                                                                                36

                                                                              


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    SCHEDULES

    


    
      	
              1.

            	
              PAYMENT
      OBLIGATIONS

            


    

    


    DOCUMENTS
TO BE ENTERED INTO PRIOR TO FUNDING OF ESCROW

    


    
      	
              1.

            	
              ESCROW AGREEMENTS (Clause
      2.1.6)

            


    

    
      	
              2.

            	
              CONSULTING AGREEMENT NOVATION
      AGREEMENT (Clause
      2.1.4)

            


    

    


    APPROVED
TERM DOCUMENTS

    


    
      	
              3.

            	
              BUSINESS PLAN (Clause
      2.1.9)

            


    

    
      	
              4.

            	
              GREEN AGREEMENT (Clause
      2.1.10)

            


    

    
      	
              5.

            	
              OPERATOR AGREEMENT (Clause
      2.1.11)

            


    

    
      	
              6.

            	
              MONITORING AGREEMENT
      (Clause
      2.1.11)

            


    

    
      	
              7.

            	
              MZM AMENDMENT AND ASSIGNMENT
      AGREEMENTS (Clause
      2.1.12)

            


    

    
      	
              8.

            	
              MEMORANDUM AND ARTICLES OF
      ASSOCIATION (Clause
      2.1.13)

            


    

    
      	
              9.

            	
              BOARD RESOLUTIONS (Clause
      2.1.13)

            


    

    
      	
              10.

            	
              SHAREHOLDERS' RESOLUTION
      (Clause
      2.1.13)

            


    

    
      	
              11.

            	
              LM CONVERTIBLE NOTE
      (Clause
      2.1.17)

            


    

    
      	
              12.

            	
              WB LOAN AGREEMENT (Clause
      2.1.18)

            


    

    
      
      

    

    
      
      

    

    
      
      

    

    
      
      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        	
                13.

              	
                PROMISSORY NOTE (Clause
      2.1.20)

              


      

      
        	
                14.

              	
                LM ESCROW LOAN AGREEMENT
      (Clause
      2.5)

              


      

      
        	
                15.

              	
                COMPANY ESCROW LOAN AGREEMENT
      (Clause
      2.5)

              


      

      
        	
                16.

              	
                SHAREHOLDERS' AGREEMENT
      (Clause
      2.17.2)

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 ("London Mining");
      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").

            


    

    


    WHEREAS:

    


    
      	
              (A)

            	
              The
      parties have agreed to incorporate, subscribe into and operate a joint
      venture company in the name of the Company on the terms and conditions of
      this Agreement.

            


    

    


    
      	
              (B)

            	
              The
      parties originally entered into a subscription agreement on 17 November
      2008 (the "Original
      Agreement").  The parties agreed that with effect from 12
      January 2009, the Original Agreement was terminated and was replaced by
      the subscription agreement entered into by the parties dated 12 January
      2009 (the "Revised
      Subscription Agreement").

            


    

    


    
      	
              (C)

            	
              The
      parties have agreed to amend and restate the Revised Subscription
      Agreement with effect from 17 March 2009 on the terms and conditions of
      this Agreement.

            


    

    


    
      	
              (D)

            	
              The
      amendment and restatement of the Revised Subscription Agreement shall be
      without prejudice to rights or liabilities which have accrued, including
      in respect of any breach of warranty prior to the date on which the
      amendment and restatement takes effect, including rights or liabilities
      which have accrued under the Original Agreement, including in respect of
      any breach of warranty prior to the date on which the termination took
      effect.

            


    

    


    IT IS AGREED as
follows:-

    


    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Definitions

            


    

    


    
      Throughout
this Agreement, the following words and phrases have the meanings set out
below:-

    

    


    
      	
            	
              Acquisition
      Consideration

            	
              means
      an amount equal to the purchase price for the acquisition of each of the
      Target Entities determined pursuant to the Target Entities Equity Transfer
      Agreements as amended in accordance with clause 2.1.4, as reduced by any
      deductions as set out in the Escrow Agreements or the Target Entities
      Equity Transfer Agreements, as amended in accordance with clause
      2.1.4.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              Amended Consulting
      Agreement

            	
              means
      the Consulting Agreement as amended by the
      Agreement on Amendment dated 13 January 2009, as novated by the Novation
      Agreement dated 13 January 2009, as amended by the Agreement on Amendment
      dated 11 February 2009, by Letter Agreements dated 26 February 2009 and 5
      March 2009 and as further amended, novated or substituted from time to
      time.

            


    

    


    
      
        	
                
                

              	
                Amended LM Convertible
      Note

              	
                means
      the amended Convertible Promissory Note in the approved terms to be issued
      at Completion by Wits Basin in favour of London Mining for up to
      US$1,000,000.00 in replacement of the LM Convertible
  Note.

              


      

    

    


    
      
        	
              	
                Announcements

              	
                means
      the announcements to be made by the parties, drafts of which have been
      approved by each of Wits Basin and London
  Mining.

              


      

    

    


    
      
        	
              	
                A Shares

              	
                means
      fully paid A ordinary shares of US$0.01 each in the capital of the
      Company.

              


      

    

    


    
      
        	
              	
                Board

              	
                means
      the board of Directors of the Company from time to
  time.

              


      

    

    


    
      
        	
              	
                Board
      Resolutions

              	
                means
      the Board resolutions to give effect to the matters referred to in clause
      2.17.1, as approved by London Mining as contemplated by clause
      2.1.13.

              


      

    

    


    
      
        	
              	
                B Shares

              	
                means
      the fully paid ordinary B shares of US$0.01 each in the capital of the
      Company.

              


      

    

    


    
      
        	
              	
                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 British Virgin Islands, the United
      States and the People's Republic of
China.

              


      

    

     

    
      
        	
              	
                Business
      Plan

              	
                means
      the business plan in the approved
terms.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                BVI Co

              	
                means
      Wits Basin (BVI) Ltd, formerly known as China Global Mining Resources
      Limited, a company incorporated in the British Virgin Islands with
      registered number 1386052 whose registered office is at 56 Administration
      Drive, P.O. Box 3190, Road Town, British Virgin
  Islands.

              


      

      


      
        	
              	
                Certificate of
      Approval

              	
                means
      the Certificate of Approval issued by MOFCOM relating to the transfer of
      equity of each Target Entity.

              


      

      


      
        	
              	
                CGMR Promissory
      Notes

              	
                means
      the following promissory notes issued by BVI Co in favour of Wits Basin as
      amended from time to time:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Promissory
      Note for US$5,000,000.00 dated 15 June
2007;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Promissory
      Note for US$1,923,100.00 dated 15 June
2007;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Promissory
      Note for US$2,000,000.00 dated 15 June
2007,

              


      

      


      all of
which, as at the date of this Agreement, have reached their maturity date and
are on demand notes.

      


      
        	
              	
                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 (or such other amount agreed in writing by Wits Basin and
      London Mining under the WB Loan Agreement) being that part of the amount
      owing by Wits Basin to China Gold under the Wits Basin Promissory
      Note.

              


      

      


      
        	
              	
                Company

              	
                means
      China Global Mining Resources (BVI) Limited with registered number 1513743
      whose registered office is 56, Administration Drive, P.O. Box 3190, Road
      Town, British Virgin Islands, incorporated by Wits Basin in the British
      Virgin Islands to serve as the joint venture company for the purposes of
      this Agreement and the Shareholders'
Agreement.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                Company Escrow Loan
      Agreement

              	
                means
      the loan agreement in the approved terms to be entered into by the Company
      and HK Co on the Relevant Date pursuant to which the Company makes the
      Company Escrow Loan.

              


      

      


      
        	
              	
                Company Escrow
      Loan

              	
                has
      the meaning given to it in clause
2.5.

              


      

      


      
        	
              	
                Completion

              	
                means
      completion of the subscription by London Mining in the Company in
      accordance with the terms of this
Agreement.

              


      

      


      
        	
              	
                Confidential
      Information

              	
                means
      all information (whether oral or recorded in any medium) relating to the
      business, financial or other affairs (including future plans) of any Group
      Company or of any party (to the extent provided to the other party) which
      is treated by a Group Company or the disclosing party (as applicable) as
      confidential (or is marked or is by its nature
    confidential).

              


      

      


      
        	
              	
                Conditions

              	
                means
      the conditions specified in clause
2.1.

              


      

      


      
        	
              	
                Consulting
      Agreement

              	
                means
      the Consulting Agreement entered into by  BVI Co dated 11 August
      2008 pursuant to which Lu Benzhao agrees to provide consulting services to
      BVI Co.

              


      

       

      
        
          	
                	
                  Consulting Agreement Novation
      Agreement

                	
                  means
      the agreement dated 13 January 2009 between the parties to the Consulting
      Agreement and the Company agreeing to novate the Consulting Agreement to
      the Company.

                


        

      

      


      
        	
              	
                Director

              	
                means
      any director for the time being of the Company or any Subsidiary Company
      including, where applicable, any alternate
  director.

              


      

      


      
        	
              	
                Due Diligence
      Reports

              	
                means
      all due diligence reports received by Wits Basin in relation to the
      acquisition of the Target Entities
including:

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (1)

              	
                the
      Legal Due Diligence Report from DLA
Piper;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                the
      financial Due Diligence Report from KPMG Transaction Advisory Services
      Limited; and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                the
      operational Due Diligence Report from SRK
  Consulting.

              


      

      


      
        	
              	
                Escrow
      Agents

              	
                means
      such persons or companies who are engaged by HK Co and the Sellers,
      pursuant to the terms of the Target Entities Equity Transfer Agreements
      (as amended in accordance with clause 2.1.4) and the Escrow Agreements, to
      serve as the escrow agents in connection with the acquisition by HK Co of
      the Target Entities.

              


      

      


      
        	
              	
                Escrow
      Agreements

              	
                means
      the following agreements entered into by HK Co, the Sellers and relevant
      Escrow Agent setting out the terms and conditions of the escrow of the
      Escrow Amount:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      relation to the acquisition of MXM – the Escrow Agreement with China
      Construction Bank Maanshaan Branch dated 13 January 2009;
    and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      relation to the acquisition of NSM – the Escrow Agreement with Guangdong Development
      Bank dated 26
      February  2009.

              


      

      


      
        	
              	
                Escrow
      Amount

              	
                means
      US$24,767,621.43 or such other amount as the parties agree in
      writing.

              


      

      


      
        	
              	
                Escrow
      Interest

              	
                means
      any interest as at the date of the final release or repayment of the
      Escrowed Funds under clauses 2.7 or 2.15 (as applicable), accrued on the
      Escrowed Funds in the period for which the Escrowed Funds (or any part of
      them) are held in escrow by the Escrow Agents under the Escrow
      Agreements.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                Escrowed
      Funds

              	
                means
      the funds paid to the Escrow Agents in accordance with clause 2.5 and the
      terms of the Escrow Agreements.

              


      

      


      
        	
              	
                ETA Termination
      Notice

              	
                has
      the meaning given to that expression in the Escrow
    Agreements.

              


      

      


      
        	
              	
                First Escrow
      Amount

              	
                means
      such part of the Escrow Amount released to the Sellers in an amount agreed
      by the parties under the Payment Authorization Notifications dated 17
      March 2009.

              


      

      


      
        	
              	
                First
      Payment

              	
                means
      the US$10,210,000 payable to Lu Benzhao as the "First Payment" under the
      Consulting Agreement.

              


      

      


      
        	
              	
                Funding of
      Escrow

              	
                means
      the payment of the Escrow Amount pursuant to the terms of the Target
      Entities Equity Transfer Agreements as amended in accordance with clause
      2.1.4 and the Escrow Agreements.

              


      

      


      
        	
              	
                Green
      Agreement

              	
                means
      the agreement in the approved terms between William Green and HK Co
      whereby HK Co agrees to pay the Green Completion Payment and the Green
      Deferred Payment to William Green.

              


      

      


      
        	
              	
                Green Completion
      Payment

              	
                means
      the US$1,000,000 payable by HK Co to William Green at
      Completion.

              


      

      


      
        	
              	
                Green Deferred
      Payment

              	
                means
      the US$890,000 (or such other amount agreed in writing by Wits Basin and
      London Mining) payable by HK Co to William Green under the terms of the
      Green Agreement.

              


      

      


      
        	
              	
                Group

              	
                means
      the Company (on its incorporation), HK Co and any company which is a
      subsidiary undertaking of the Company or HK Co from time to time
      (including the Target Entities (on completion of the Target Entities
      Equity Transfer Agreements) and MZM (on completion of the acquisition of
      MZM pursuant to the MZM Equity Transfer Agreement, as amended pursuant to
      clause 2.1.12) and any of their subsidiary undertakings) and references to
      "Group Company"
      and "member of the
      Group" shall be construed accordingly and references to "Subsidiary Company"
      shall mean a member of the Group other than the
  Company.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                HK Co

              	
                means
      China Global Mining Resources Limited, a limited liability company
      incorporated pursuant to the laws of Hong Kong whose registered office is
      at 41st
      Floor Bank of China Tower, 1 Garden Road Central, Hong
    Kong.

              


      

      


      
        	
              	
                HK Co Transfer
      Agreement

              	
                means
      the transfer agreement between Wits Basin and the Company dated 23
      December 2008 as approved under clause 2.1.20 pursuant to which all the
      issued shares in HK Co were transferred to the Company in consideration
      for the issue of the Promissory
Note.

              


      

      


      
        	
              	
                Incorporation
      Expenses

              	
                means
      the expenses incurred by London Mining in relation to the incorporation
      and registration of the Company as set out in section 9 of Schedule 1 or
      as otherwise agreed in writing by the
parties.

              


      

      


      
        	
              	
                Initial
      Payment

              	
                means
      the US$5,000,000 paid by London Mining on 5 March 2009 on behalf of the
      Company to Lu Benzhao in partial satisfaction of the First
      Payment.

              


      

      


      
        	
                 
      

              	
                Joint Venture Legal
      Costs

              	
                means
      the legal costs incurred by London Mining in relation to the transactions
      and documents to be entered into by the Company as contemplated by this
      Agreement (and documents referred to in this Agreement) as set out in
      section 10 of Schedule 1 or as otherwise agreed in writing by the
      parties.

              


      

      


      
        	
              	
                JV
    Expenses

              	
                means
      the expenses to be paid by the Company as set out in section 2 of Schedule
      1.

              


      

      


      
        	
              	
                Licences

              	
                means
      up-to-date and valid licences, approvals, permits, certificates for each
      Target Entity and MZM issued by the appropriate body (and for the
      appropriate purpose) necessary for operation of the businesses (as set out
      in the Business Plan) of the Target Entities and MZM including, but not
      limited to:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                in
      the case of MXM:

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (i)

              	
                an
      updated business licence;

              


      

      


      
        	
              	
                (ii)

              	
                a
      safe production permit;

              


      

      


      
        	
              	
                (iii)

              	
                an
      explosives permit;

              


      

      


      
        
          	
                	
                  (iv)

                	
                  a
      permit for water and soil conservation
plan;

                


        

      

      


      
        
          	
                	
                  (v)

                	
                  a
      land use and/or occupation rights certificate;
  and

                


        

      

      


      
        
          	
                	
                  (vi)

                	
                  the
      extended mining licence referred to in the Target Entity Equity Transfer
      Agreement for MXM;

                


        

      

      


      
        
          	
                	
                  (b)

                	
                  in
      the case of NSM:

                


        

      

      


      
        
          	
                	
                  (i)

                	
                  the
      licences and permits set out in (a)(i) to(v)
  above.

                


        

      

      


      
        	
              	
                (ii)

              	
                a
      land use right certificate;

              


      

      


      
        	
              	
                (iii)

              	
                a
      premises ownership certificate;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                a
      construction and land use planning permit;
and

              


      

      


      
        	
              	
                (v)

              	
                a
      construction project planning permit;
and

              


      

      


      
        
          	
                	
                  (c)

                	
                  in
      the case of MZM:

                


        

      

      


      
        	
              	
                (i)

              	
                an
      updated business licence; and

              


      

      


      
        	
              	
                (ii)

              	
                a
      mining licence.

              


      

      


      
        	
              	
                LM Convertible
      Note

              	
                means
      the Convertible Promissory Note issued by Wits Basin in favour of London
      Mining for up to US$1,000,000.00 dated 22 August
  2008.

              


      

      


      
        	
              	
                LM Escrow
      Loan

              	
                has
      the meaning given to it in clause
2.5.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  LM Escrow Loan
      Agreement

                	
                  means
      the loan agreement in the approved terms to be entered into on the
      Relevant Date by London Mining and the Company pursuant to which London
      Mining makes the LM Escrow
Loan.

                


        

      

      


      
        
          	
                	
                  LM Loan

                	
                  means
      the Loan for US$5,000,000 made by London  Mining to the Company
      under the terms of the LM Loan Agreement which was used by the Company on
      5 March 2009 to make the Initial
Payment.

                


        

      

      


      
        
          	
                	
                  LM Loan
      Agreement

                	
                  means
      the loan agreement dated 5 March 2009 between London Mining and the
      Company pursuant to which London Mining granted the LM Loan to the
      Company.

                


        

      

      


      
        	
              	
                LM Subscription
      Funds

              	
                means
      the US$38.75 million that London Mining has agreed to pay to the Company
      as subscription for the 100 A Shares to be issued to it in accordance with
      the terms of this Agreement.

              


      

      


      
        	
              	
                Memorandum and
      Articles

              	
                means
      the memorandum and articles of association of the Company as approved by
      London Mining as contemplated by clause
2.1.13.

              


      

      


      
        	
              	
                MOFCOM

              	
                means
      the Ministry of Commerce for the People’s Republic of
    China.

              


      

      


      
        
          	
                	
                  Monitoring
      Agreement

                	
                  means
      the agreement in the approved terms to be entered into by Wits Basin and
      London Mining on or about the date of the Shareholders' Agreement pursuant
      to which Wits Basin agrees to review and monitor the Operator's compliance
      with the terms of the Operator
Agreement.

                


        

      

      


      
        	
              	
                MZM

              	
                means
      Maanshan Zhao Yuan Mining Co. Ltd.

              


      

      


      
        
        

        
          	
                	
                  MZM Amendment and Assignment
      Agreements

                	
                  means
      the Amendment Agreement and the Assignment Agreement each dated 11
      February 2009 and entered into by the parties to the MZM Equity Transfer
      Agreement and the letter agreement dated 5 March 2009 entered into by the
      parties to the  MZM Equity Transfer
  Agreement.

                


        

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                MZM Equity Transfer
      Agreement

              	
                means
      the equity transfer agreement dated 11 August 2008 relating to the
      acquisition of all the shares in
MZM.

              


      

      


      
        	
              	
                Nominated
      Directors

              	
                means
      Graeme Hossie and Rachel Rhodes on behalf of London Mining and Stephen
      King and William Green on behalf of Wits Basin, or such other person as
      may be agreed in writing by London Mining and Wits
  Basin.

              


      

      


      
        	
              	
                Operator

              	
                means
      the company to be incorporated and owned by William Green, which is
      engaged by the Company or a member of the Group to manage and operate the
      Target Entities and MZM and any future operations of the Group as approved
      by London Mining and Wits Basin.

              


      

      


      
        	
              	
                Operator
      Agreement

              	
                means
      the agreement in the approved terms to be entered into by a member of the
      Group appointing the Operator.

              


      

      


      
        	
              	
                Outstanding Consulting
      Payment

              	
                means
      US$3,210,000, representing such part of the First Payment that is payable
      to Lu Benzhao at Completion under the Amended Consulting
      Agreement.

              


      

      


      
        	
              	
                Outstanding
      Expenses

              	
                means
      expenses incurred by the Company not paid at Completion in accordance with
      clause 2.18.7 as set out in section 6 of Schedule 1, or as agreed in
      writing by London Mining and Wits
Basin.

              


      

      


      
        
        

        
          	
                	
                  Payment Authorization
      Notification

                	
                  has
      the meaning given to that expression in the Escrow
    Agreements.

                


        

      

      


      
        	
              	
                Promissory
      Note

              	
                means
      the promissory note in the approved terms for US$4,800,000 (or such other
      amount agreed in writing by Wits Basin and London Mining) to be issued by
      the Company in favour of Wits Basin as consideration for the acquisition
      of HK Co from Wits Basin by the Company in accordance with the terms of
      the HK Co Transfer Agreement.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
 

      
        	
              	
                Relevant
      Date

              	
                means
      12 January 2009 or such other later dates as the parties agree in writing,
      such date being the date that London Mining makes the LM Escrow
      Loan.

              


      

      


      
        	
              	
                Residual
      Amount

              	
                means
      the amount to be paid by London Mining to the Company under clause 2.20.4
      as part of the LM Subscription Funds and shall be an amount equal to:
      US$38.75 million less the aggregate of (i) A, (ii) B, and (iii)
      C,

              


      

      


      
        where:

      

      


      
        A = an
amount equal to the LM Escrow Loan (excluding any accrued
interest);

      

      


      
        B = an
amount equal to the LM Loan (excluding any accrued interest);
and

      

      


      C = an
amount equal to that paid by London Mining on behalf of the Company under
clauses 2.15 and 2.18.7 and on behalf of HK Co under clause 2.18.8.

      


      
        	
              	
                Retained Consulting
      Payment

              	
                means
      such part (if any) of the US$2,000,000 retained from the First Payment at
      Completion pursuant to the Amended Consulting
  Agreement.

              


      

      


      
        	
              	
                Second Escrow
      Amount

              	
                means
      such part of the Escrow Amount to be released to the Sellers in an amount
      agreed by the parties in writing on satisfaction of all the outstanding
      conditions precedent to the Target Entity Equity Transfer Agreements.

              


      

      


      
        	
              	
                Security
      Agreement

              	
                means
      the Security Agreement between Wits Basin and China Gold dated 19 June
      2007 entered into in connection with the Convertible Notes Purchase
      Agreement dated 10 April 2007 between China Gold and Wits Basin as amended
      by the Amendment to the Convertible Notes Purchase Agreement dated 19 June
      2007, by the Amendment No. 2 to the Convertible Notes Purchase Agreement
      dated 10 November 2008, by Amendment No. 3 to the Convertible Loan
      Purchase Agreement dated  22 December 2008 and as amended from
      time to time.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                Sellers

              	
                means
      Mr Lu Benzhao and Ms Lu Tinglan, the sellers under the Target Entities
      Equity Transfer Agreements.

              


      

      


      
        	
              	
                Shares

              	
                means
      the A Shares and the B Shares.

              


      

      


      
        	
              	
                Share
    Pledge

              	
                means
      the share pledge over the shares held by Wits Basin in BVI Co, HK Co and
      Wits-China Acquisition Corporation given by Wits Basin in favour of China
      Gold under the Second Amended and Restated Pledge Agreement dated 22
      December 2008 entered into in relation to the Wits Basin Promissory
      Note.

              


      

      


      
        	
              	
                Shareholder
      Group

              	
                means,
      in relation to Wits Basin, its subsidiary undertakings, any parent
      undertaking, whether direct or indirect, of Wits Basin and any other
      subsidiary undertaking of any such parent undertaking from time to time
      but excluding the Company and each Subsidiary and references to "member" or "members" of the "Shareholders' Group"
      shall be construed accordingly.

              


      

      


      
        	
              	
                Shareholders'
      Agreement

              	
                means
      the shareholders' agreement in the approved terms to be entered into on or
      about the date of this Agreement in relation to the Company by London
      Mining, Wits Basin and the Company.

              


      

      


      
        	
              	
                Shareholders'
      Resolution

              	
                means
      the shareholders' resolution to give effect to the matters referred to in
      clause 2.17.2, as approved by London Mining as contemplated by clause
      2.1.13.

              


      

      


      
        	
              	
                Subscriber
      Shares

              	
                means
      the 100 issued B shares of US$0.01 in the capital of the Company held by
      Wits Basin immediately prior to
Completion.

              


      

      


      
        	
              	
                Subsidiary
      Security

              	
                the
      security given by BVI Co and HK Co in favour of China Gold under the
      Subsidiary Security Agreement dated 7 February 2008 in relation to the
      Wits Basin Promissory Note.

              


      

      


      
        	
              	
                Subsidiaries

              	
                means
      the Group excluding the Company.

              


      

      


      
        	
              	
                Target
      Entities

              	
                means
      each of:-

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  (a)

                	
                  Nanjing
      Sudan Mining Co. Ltd ("NSM");
    and

                


        

      

      


      
        
          	
                	
                  (b)

                	
                  Maanshan
      Xiaonanshan Mining Co. Ltd. ("MXM"),

                


        

      

      


      
        together
with their respective subsidiary undertakings.

         

      

      
        
          	
                	
                  Target Entities Equity Transfer
      Agreements

                	
                  means
      each of:-

                


        

         

        
          	
                	
                  (a)

                	
                  the
      equity transfer agreement dated 11 August 2008 in respect of the
      acquisition of all the shares in NSM;
and

                


        

         

        
          	
                	
                  (b)

                	
                  the
      equity transfer agreement dated 11 August 2008 in respect of the
      acquisition of all the shares in
MXM.

                


        

      

      
        
        

      

      


      
        	
              	
                Termination
      Notice

              	
                has
      the meaning given to that expression in the Escrow
    Agreements.

              


      

      


      
        	
              	
                Transaction
      Documents

              	
                means
      the:

              


      

      


      
        
          	
                	
                  (a)

                	
                  Operator
      Agreement;

                


        

      

      


      
        
          	
                	
                  (b)

                	
                  Monitoring
      Agreement;

                


        

      

      


      
        
          	
                	
                  (c)

                	
                  MZM
      Assignment and Amendment
Agreements;

                


        

      

      


      
        
          	
                	
                  (d)

                	
                  WB
      Loan Agreement;

                


        

      

      


      
        
          	
                	
                  (e)

                	
                  Business
      Plan

                


        

      

      


      
        
          	
                	
                  (f)

                	
                  Green
      Agreement;

                


        

      

      


      
        
          	
                	
                  (g)

                	
                  Promissory
      Note;

                


        

      

      


      
        
          	
                	
                  (h)

                	
                  Amended
      LM Convertible Note; and

                


        

      

       

      
        
          	
                	
                  (i)

                	
                  Shareholders'
      Agreement.

                


        

      

      


      
        	
              	
                US$

              	
                means
      United States Dollars, the lawful currency of the United
      States.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                Warranties

              	
                means
      the warranties set out in clauses 3.1, 3.3 and 3.4 of this
      Agreement.

              


      

      


      
        	
              	
                WB
    Expenses

              	
                means
      the expenses to be paid by Wits Basin at Completion using funds loaned to
      Wits Basin under the WB Loan in accordance with this Agreement and as set
      out in section 5 of Schedule 1.

              


      

      


      
        	
              	
                WB Loan

              	
                means
      the loan in the approved terms for US$5,750,000 (or such other amount
      agreed in writing by London Mining and Wits Basin under the WB Loan
      Agreement) to be made by London Mining to Wits Basin under the terms of
      the WB Loan Agreement.

              


      

      


      
        	
              	
                WB Loan Agreement

              	
                means
      the loan agreement in the approved terms to be dated on or about the date
      of the Shareholders' Agreement pursuant to which London Mining grants the
      WB Loan to Wits Basin.

              


      

      


      
        	
              	
                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 dated 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 the Convertible Notes Purchase Agreement dated 19 June 2007,
      by the Amendment No. 2 to the Convertible Notes Purchase Agreement dated
      10 November 2008, the Amendment No. 3 to the Convertible Notes Purchase
      Agreement dated 22 December 2008 and as amended from time to
      time.

              


      

      


      
        	
                1.2

              	
                Interpretation

              


      

      


      
        	
                 
      

              	
                1.2.1

              	
                Unless
      the context otherwise requires, words and expressions defined in or having
      a meaning provided by the UK Companies Act 2006 shall have the same
      meaning in this Agreement.  The term "connected person" shall
      have the meaning attributed to it at the date of this Agreement by section
      839 of the Income and Corporation Taxes Act 1988 and the words "connected with" shall
      be construed accordingly.

              


      

      


      
        	
                 
      

              	
                1.2.2

              	
                A
      reference to any statutory provision in this
  Agreement:-

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (a)

              	
                includes
      any order, instrument, plan, regulation, permission and direction made or
      issued under such statutory provision or deriving validity from
      it;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                shall
      be construed as a reference to such statutory provision as in force at the
      date of this Agreement (including, for the avoidance of doubt, any
      amendments made to such statutory provisions that are in force at the date
      of this Agreement);

              


      

      


      
        	
                 
      

              	
                (c)

              	
                shall
      also be construed as a reference to any statutory provision of which such
      statutory provision is a re-enactment or consolidation;
  and

              


      

      


      
        	
                 
      

              	
                (d)

              	
                shall
      also be construed as a reference to any later statutory provision which
      re-enacts or consolidates such statutory
  provision.

              


      

      


      
        	
                 
      

              	
                 1.2.3

              	
                References
      to a clause are (unless otherwise stated) to a clause of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                 1.2.4

              	
                The
      headings used in this Agreement are for convenience only and shall not
      affect its meaning.

              


      

      


      
        	
                 
      

              	
                 1.2.5

              	
                A
      document expressed to be "in the approved terms"
      means a document, the terms, conditions and form of which are acceptable
      to and approved by London Mining (as determined in its absolute
      discretion) and a copy of which has been identified as such and initialled
      by or on behalf of each of London Mining and Wits
  Basin.

              


      

      


      
        	
                 
      

              	
                 1.2.6

              	
                A
      document expressed to be an Annexure means a document a copy of which has
      been identified as such and initialled by or on behalf of each of the
      parties.

              


      

      


      
        	
                 
      

              	
                 1.2.7

              	
                Words
      importing one gender shall (where appropriate) include any other gender
      and words importing the singular shall (where appropriate) include the
      plural and vice versa.

              


      

      


      
        	
                 
      

              	
                 1.2.8

              	
                Any
      English legal term for any action, remedy, method of judicial proceeding,
      legal document, legal status, court, official or any legal concept or
      thing shall, in respect of any jurisdiction other than that of England, be
      deemed to include what most nearly approximates in that jurisdiction to
      the English legal term.

              


      

      


      
        	
                 
      

              	
                 1.2.9

              	
                Any
      time or date shall be construed as a reference to the time or date
      prevailing in England.

              


      

      


      
        	
                1.3

              	
                In
      construing this Agreement, general words introduced by the word "other" shall not be
      given a restrictive meaning by reason of the
      fact that they are preceded by words indicating a particular class of
      acts, matters or things and general words shall not be given a restrictive
      meaning by reason of the fact that they are followed by particular
      examples intended to be embraced by the general
  words.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                COMPLETION

              


      

      


      Conditions

      


      
        
          	
                  2.1

                	
                  Clauses
      2.14 to 2.21 are conditional in all respects
  on:-

                


        

      

      


      
        	
                 
      

              	
                 2.1.1

              	
                completion
      of due diligence (both legal, commercial and financial) on the Company, HK
      Co, the Target Entities and MZM (including in respect of the Licences) as
      determined by London Mining (in its absolute discretion) to be
      satisfactory;

              


      

       

      
        	
                 
      

              	
                 2.1.2

              	
                the
      Due Diligence Reports being either addressed to the Company and London
      Mining (in addition to Wits Basin) or the authors of the Due Diligence
      Reports having entered into reliance letters in favour of the Company and
      London Mining in a form acceptable to and approved by London Mining (as
      determined in its absolute
discretion);

              


      

       

      
        	
                 
      

              	
                2.1.3

              	
                the
      restructuring of the Company's acquisition of the Target Entities in a
      form acceptable to and approved by London Mining (as determined in its
      absolute discretion);

              


      

       

      
        	
                 
      

              	
                 2.1.4

              	
                the
      Target Entities Equity Transfer Agreements being amended and the
      Consulting Agreement being novated to the Company or such other member of
      the Group (as approved in writing by London Mining), in each case, in a
      form acceptable to and approved by London Mining (as determined in its
      absolute discretion);

              


      

       

      
        	
                 
      

              	
                 2.1.5

              	
                satisfaction
      of the conditions precedent to each of the Target Entities Equity Transfer
      Agreements (as amended in accordance with clause 2.1.4), subject to any
      waiver of such conditions by the parties to the relevant Target Entities
      Equity Transfer Agreement provided that such waiver is in accordance with
      the terms of the relevant Target Entities Equity Transfer Agreement and
      has been consented to in writing by London
  Mining;

              


      

       

      
        	
                 
      

              	
                 2.1.6

              	
                execution
      by the relevant parties of the Escrow Agreements and the engagement, with
      the prior written approval of London Mining, of the agreed banks to act as
      the Escrow Agents;

              


      

       

      
        	
                 
      

              	
                 2.1.7

              	
                receipt
      of all necessary licences, permits and consents from the appropriate
      authority required by each Target Entity to operate its respective mine in
      each case as determined by London Mining (as determined in its absolute
      discretion) to be satisfactory;

              


      

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                 2.1.8

              	
                to
      the extent that any arrangements are entered into by MXM or NSM prior to
      the Relevant Date with the operators, managers or owners of the
      Sanbanquiao Mine or Guqiao Mine in connection with the extended mining
      licence for MXM, those arrangements being in a form that is acceptable to
      and approved by London Mining (as determined in its absolute
      discretion);

              


      

       

      
        	
                 
      

              	
                 2.1.9

              	
                finalisation
      of the five year Business Plan;

              


      

       

      
        	
                 
      

              	
                 2.1.10

              	
                the
      execution by William Green and HK Co of the Green
    Agreement;

              


      

       

      
        	
                 
      

              	
                 2.1.11

              	
                execution
      by the Operator and the Company or such other member of the Group (as
      approved in writing by London Mining) of the Operator Agreement and by
      Wits Basin, London Mining and the Company of the Monitoring
      Agreement;

              


      

       

      
        	
                 
      

              	
                 2.1.12

              	
                the
      MZM Equity Transfer Agreement being amended and novated to HK Co pursuant
      to the MZM Amendment and Assignment
Agreements;

              


      

       

      
        	
                 
      

              	
                 2.1.13

              	
                the
      Memorandum and Articles, Board Resolutions, Shareholders' Resolution and
      the memorandum and articles of association of each Target Entity being in
      the approved terms;

              


      

       

      
        	
                 
      

              	
                 2.1.14

              	
                none
      of the Warranties being untrue, inaccurate or misleading at the date of
      this Agreement and there being no change of circumstances such that, if
      the Warranties were to be repeated at any time before Relevant Date by
      reference to the facts and circumstances then subsisting, any such
      Warranty would be untrue, inaccurate or
  misleading;

              


      

       

      
        	
                 
      

              	
                 2.1.15

              	
                the
      release of the Subsidiary Security, the release of the Share Pledge over
      the HK Co Shares held by Wits Basin and the release of any other security
      over the shares in, or assets of, the Company or HK Co (other than Wits
      Basin's shares in the Company) given under or as security for, the CGMR
      Promissory Notes, the Wits Basin Promissory Note or any other debt
      arrangements entered into by Wits Basin, the Company or HK Co ("Security") and the
      termination or amendment of the Security Agreement (and any other
      agreement or deed pursuant to which Security is granted) to effect the
      release of the Security, in each case, in a form acceptable and approved
      by London Mining (as determined in its absolute
    discretion);

              


      

       

      
        	
                 
      

              	
                 2.1.16

              	
                London
      Mining being satisfied (as determined in its sole discretion) with the
      security arrangements entered into by Wits Basin and China Gold in
      relation to the Group and Wits Basin's Shares and other interests in the
      Company;

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    
      
         

        
          	
                	
                  2.1.17

                	
                  the
      Amended LM Convertible Note being issued by Wits Basin subject to the
      receipt from London Mining of the cancelled LM Convertible Note (or an
      indemnity in respect of the note if it has been lost or destroyed) in
      replacement for the LM Convertible
Note;

                


        

      

    

     

    
      
        	
              	
                2.1.18

              	
                the
      execution by Wits Basin and London Mining of the WB Loan Agreement in the
      approved terms;

              


      

    

     

    
      
        	
              	
                2.1.19

              	
                BVI
      Co having changed its business and company name so as to exclude "China
      Global Mining Resources" or any name confusingly similar to "China Global
      Mining Resources";

              


      

    

     

    
      
        	
              	
                2.1.20

              	
                execution
      by the Company and Wits Basin of the HK Co Transfer Agreement, in the
      approved terms, the transfer of all the issued shares in HK Co ("HK Shares") to the
      Company, payment of any applicable stamp duty on such transfer and the
      entry of the Company in the register of members of HK Co in respect of the
      HK Shares and the issue of the Promissory Note by the Company to Wits
      Basin;

              


      

    

     

    
      
        	
              	
                2.1.21

              	
                the
      receipt by HK Co from MOFCOM of the Certificate of Approval relating to
      the transfer of equity of the Target Entities to HK Co;
  and

              


      

    

     

    
      
        	
                2.1.22

              	
                the
      incorporation of the Company under the laws of the British Virgin Islands
      in a form acceptable to and approved by London Mining (as determined in
      its absolute discretion),

              


      

       

    

    and
accordingly clauses 2.14 to 2.21 of this Agreement shall have no effect unless
and until London Mining gives notice in writing to Wits Basin that the
Conditions have been satisfied or waived (in whole or in part) by London Mining
in its absolute discretion.

    


    
      	
              2.2

            	
              Wits
      Basin undertakes to London Mining to use its best endeavours to fulfil or
      procure the fulfilment of the Conditions as soon as possible from the date
      of this Agreement and to provide London Mining with all information and to
      procure that the Target Entities and MZM provide all information requested
      to enable London Mining to complete due diligence as contemplated by
      clause 2.1.1.

            


    

    


    
      	
              2.3

            	
              Wits
      Basin undertakes to London Mining
to:

            


    

    


    
      
        	
              	
                2.3.1

              	
                regularly
      update and inform London Mining of the satisfaction of the
      Conditions:

              


      

    

     

    
      
        	
              	
                2.3.2

              	
                to
      provide such evidence as London Mining requires of the satisfaction of the
      Conditions; and

              


      

    

     

    
      
        	
              	
                2.3.3

              	
                provide
      London Mining with drafts of the proposed agreements to be approved by
      London Mining as contemplated by clause 2.1 (including any documents
      entered into in relation to the condition in clause 2.1.8 and any
      applications for any material licence (including for the avoidance of
      doubt, the extended mining licence for MXM) or permit referred to under
      clause 2.1.7) before circulating such drafts to the counterparties to such
      agreements or before submitting such applications to the relevant
      regulatory or governmental body (as
applicable).

              


      

    

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
              2.4

            	
              If
      all of the Conditions have not been satisfied or waived on or before 14
      April 2009 or such later date as the parties agree in writing, the
      provisions of this Agreement (other than this clause and clauses 1
      (Definition and Interpretation), 5 (Confidentiality), 8 (Costs), 9
      (Applicable Law and Jurisdiction), 10 (General) and 11 (Notices)) shall
      cease to have effect and, except in relation to this clause 2.4 and
      without prejudice to any claim in respect of breach of any of the
      operative provisions of this Agreement which has occurred prior to such
      date, none of the parties to this Agreement shall have any claim against
      any of the others for costs, damages, charges, compensation or otherwise
      under this Agreement.

            


    

    


    Escrow
Loan

    


    
      	
              2.5

            	
              On
      the Relevant Date, subject to the Transaction Documents being in the
      approved terms as contemplated by clause 2.1, the execution of the Escrow
      Agreements and the Consulting Agreement Novation Agreement, London Mining
      shall lend to the Company an amount equal to the Escrow Amount under the
      terms of the LM Escrow Loan Agreement (the "LM Escrow
      Loan").  Wits Basin agrees to procure that immediately on
      the making of the LM Escrow Loan the Company shall lend an amount equal to
      the LM Escrow Loan to HK Co ("Company Escrow Loan")
      and procure that immediately on the making of the Company Loan HK Co shall
      apply an amount equal to the LM Escrow Loan to complete the Funding of
      Escrow. Each of the LM Escrow Loan and the Company Escrow Loan shall earn
      interest at the same rate as the Escrowed Funds earn interest under the
      Escrow Agreements and shall be repayable in accordance with clause
      2.7.

            


    

    


    
      	
              2.6

            	
              Wits
      Basin shall procure that each of the Company and HK Co directs London
      Mining to pay an amount equal to the Escrow Amount directly to the Escrow
      Agents (apportioned between the Escrow Agents in accordance with the
      Escrow Agreements) on the Relevant Date to satisfy the obligations of the
      parties under clause 2.5.

            


    

    


    
      	
              2.7

            	
              If
      (i) any of the Target Entities Equity Transfer Agreements terminates after
      Funding of Escrow or (ii) completion of the Target Entities Equity
      Transfer Agreements does not take place for any reason on or before the
      date that is 10 Business Days after the date of the Funding of Escrow or
      such later date as the parties agree under the Escrow Agreements or
      otherwise in writing (such agreement to be given by each party at its sole
      discretion) (the "Lapse
      Date"), in each case, in accordance with the terms of the Escrow
      Agreements and in the case of (ii) to the extent not prohibited by law or
      any regulatory requirement:

            


    

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.7.1

            	
              Wits
      Basin shall procure, including by procuring that HK Co submits a ETA
      Termination Notice or a Termination Notice (or such other notice as is
      required under the Escrow Agreements to release the Escrowed Funds) to the
      Escrow Agents, that each Escrow Agent releases to HK Co such part of the
      Escrowed Funds as they hold in escrow and any Escrow Interest on such
      Escrowed Funds as soon as reasonably practicable after the date on which
      the Target Entities Equity Transfer Agreements terminate or the Lapse
      Date; and

            


    

    


    
      	
               
      

            	
              2.7.2

            	
              Wits
      Basin shall procure that HK Co shall, immediately on the release of the
      Escrowed Funds and any Escrow Interest to HK Co by the Escrow Agents,
      repay the Company Escrow Loan to the Company (together with any accrued
      and unpaid interest on the Company Escrow Loan (which shall accrue in
      accordance with clause 2.5); and

            


    

    


    
      	
               
      

            	
              2.7.3

            	
              Wits
      Basin shall procure that the Company shall, immediately on repayment of
      the Company Escrow Loan to the Company, repay the LM Escrow Loan to London
      Mining (together with any accrued and unpaid interest on the LM Escrow
      Loan (which shall accrue in accordance with clause
  2.5).

            


    

    


    
      	
              2.8

            	
              Wits
      Basin shall procure that each of the Company and HK Co directs each Escrow
      Agent to release such part of the Escrowed Funds as they hold in escrow
      and any Escrow Interest on such Escrowed Funds directly to London Mining
      to satisfy the obligations of the parties under clause
  2.7.

            


    

    


    
      	
              2.9

            	
              Wits
      Basin shall procure that HK Co does not submit a Payment Authorization
      Notice under either of the Escrow Agreements unless London Mining has
      confirmed that the condition precedents in clauses 2.1.5 and 2.1.7 have
      been satisfied.

            


    

    


    
      	
              2.10

            	
              In
      the event that there is a breach of either Escrow Agreement pursuant to
      Article 7(2) of each such agreement, Wits Basin shall, if so requested in
      writing by London Mining, procure that HK Co submits a Termination Notice
      and such other notices are required by the Escrow Agreements in accordance
      with Article 7(2).

            


    

    


    
      	
              2.11

            	
              Wits
      Basin shall procure that HK Co does not amend or agree to amend either of
      the Escrow Agreements without the prior written consent of London
      Mining.

            


    

    


    
      	
              2.12

            	
              No
      later than 7 Business Days after the Relevant Date, London Mining agrees
      to deposit an amount equal to US$10.2 million into a bank account with
      HSBC in Hong Kong in the name of London
Mining.

            


    

    


    
      	
              2.13

            	
              Without
      prejudice to any other clause in this Agreement, the parties acknowledge
      that under the Escrow Agreements, the Funding of Escrow occured in two
      tranches as follows:

            


    

    


    
      	
               
      

            	
              2.13.1

            	
              under
      the MXM Escrow Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              US$7,284,594.54
      was paid to the relevant Escrow Agent by London Mining on behalf of HK Co
      on 13 January 2009; and

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              US$11,655,351.26
      was paid to the relevant Escrow Agent by London Mining on behalf of HK Co
      on 12 March 2009;

            


    

    


    
      	
               
      

            	
              2.13.2

            	
              under
      the NSM Escrow Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
              US$2,913,837.82
      was paid to the relevant Escrow Agent by London Mining on behalf of HK Co
      on 26 February 2009; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              US$2,913,837.82
      was paid to the relevant Escrow Agent by London Mining on behalf of HK Co
      on 12 March 2009,

            


    

    


    and the
parties acknowledge that the LM Escrow Loan and the Company Loan have been
advanced by the relevant lender in accordance with the payment timetable set out
in clauses 2.13.1 and 2.13.2.

    


    Completion

    


    
      	
              2.14

            	
              Completion
      shall take place contemporaneously with the release of the First Escrow
      Amount to the Sellers in accordance with the terms of the Escrow
      Agreements.

            


    

    


    
      	
              2.15

            	
              At
      Completion, Wits Basin shall procure that HKCo completes the acquisition
      of each Target Entity in accordance with the relevant Target Entities
      Equity Transfer Agreement as amended under clause 2.1.4 (save that this
      shall not require HKCo to pay, or London Mining to authorise the payment
      of, the Second Escrow Amount until all the conditions to the Target
      Entities Equity Transfer Agreement are satisfied) and the Company makes
      the Outstanding Consulting Payment to Lu Benzhao. The parties agree that
      London Mining shall pay the Outstanding Consulting Payment direct to Lu
      Benzhao (or such person as he directs and the Company agrees to) on behalf
      of the Company and that such payment shall form part of London Mining's
      subscription under clause 2.20.

            


    

    


    
      	
              2.16

            	
              Subject
      to clause 2.7, on satisfaction or waiver of all the Conditions to the
      Target Entity Equity Transfer Agreements (as determined to be satisfied by
      London Mining) Wits Basin shall procure that, in each case in accordance
      with the terms of the Escrow Agreement and Target Entities Equity Transfer
      Agreements (as applicable):

            


    

    


    
      	
               
      

            	
              2.16.1

            	
              the
      Escrow Agents release the Acquisition Consideration (not already released
      under the First Escrow Amount) to the Sellers, including by procuring that
      HK Co submits the relevant Payment Authorization Notification to the
      Escrow Agents;

            


    


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.16.2

            	
              the
      Escrow Agents release any amount of the Escrow Amount (excluding accrued
      and unpaid interest) not paid to the Sellers under clause 2.16.1 to HK Co,
      including by procuring that HK Co submits the relevant Payment
      Authorization Notification to the Escrow Agents;
  and

            


    

    


    
      	
               
      

            	
              2.16.3

            	
              the
      Escrow Agents release any Escrow Interest to London Mining, including by
      procuring that HK Co submits the relevant Payment Authorization
      Notification to the Escrow Agents. The parties agree that this payment
      shall satisfy any obligation of HK Co to repay an amount equal to the
      Escrow Interest to the Company as a repayment of interest under the
      Company Escrow Loan Agreement and of the Company to repay an amount equal
      to the Escrow Interest to London Mining as a repayment of interest under
      the LM Escrow Loan Agreement.

            


    

    


    
      	
              2.17

            	
              Simultaneously
      with the payment of the First Escrow
Amount:-

            


    

    


    
      
        	
              	
                2.17.1

              	
                the
      parties shall procure that a Board meeting shall be convened and held at
      which the Board Resolutions in the approved terms to give effect to the
      following shall be passed:

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      resignation and appointment of directors of the Company in accordance with
      clause 2.18.4;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      approval and execution of the Shareholders' Agreement by the Company;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      allotment and issue of the A Shares in accordance with this
      Agreement;

            


    

    


    
      
        	
              	
                2.17.2

              	
                the
      parties shall procure that a general meeting of the Company is held at
      which the Shareholders' Resolution in the approved terms to give effect to
      the following shall be
passed:-

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      adoption by the Company of the Memorandum and Articles as its memorandum
      and articles of association; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      allotment and issue of the A Shares in accordance with this
      Agreement;

            


    

    


    
      
        	
              	
                2.17.3

              	
                Wits
      Basin shall execute, or procure the execution of (other than by London
      Mining) the Transaction Documents (other than the Business Plan) and shall
      issue the Amended LM Convertible Note to London Mining;
  and

              


      

    

     

    
      
        	
              	
                2.17.4

              	
                London
      Mining shall execute the Transaction Documents (other than the Business
      Plan) to which it is a party.

              


      

    

     

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    
      	
              2.18

            	
              Immediately
      following the general meeting referred to in clause
  2.17.2:

            


    

    


    
      
        	
              	
                2.18.1

              	
                London
      Mining shall subscribe for 100 A Shares in consideration for, in
      aggregate, US$38.75 million, which shares shall be allotted and issued
      fully paid to London Mining. The payment of the LM Subscription Funds by
      London Mining shall be made in accordance with clause
  2.20;

              


      

    

     

    
      
        	
              	
                2.18.2

              	
                the
      parties shall enter, and Wits Basin shall procure that the Company enters,
      into the Shareholders'
Agreement;

              


      

    

     

    
      
        	
              	
                2.18.3

              	
                the
      parties shall procure (to the extent that each party is able to do so)
      that each Target Entity adopts the memorandum and articles of association
      as approved in accordance with clause
2.1.13;

              


      

    

     

    
      
        	
              	
                2.18.4

              	
                the
      parties shall procure that the Nominated Directors shall be appointed as
      Directors of the Company and of each of its subsidiary companies and that
      the existing Directors of the Company and each of its subsidiary companies
      (save to the extent that such Directors are Nominated Directors or as
      otherwise agreed by the parties) shall
resign;

              


      

    

     

    
      
        	
              	
                2.18.5

              	
                the
      parties shall procure that the Company shall open a bank account or
      accounts with such bank as the Board shall determine and shall amend the
      mandates for any existing bank accounts in such manner as the Board
      determines;

              


      

    

    


    
      
        	
              	
                2.18.6

              	
                London
      Mining shall make the WB Loan to Wits Basin and Wits Basin agrees to use
      those funds to repay the WB Expenses and to repay to China Gold the China
      Gold Debt, as settlement of part of the amount owing by Wits Basin to
      China Gold under the Wits Basin Promissory Note. Wits Basin directs that
      London Mining pays an amount equal to the WB Expenses direct to Maslon
      Edelman Borman & Brand, LLP and an amount equal to the China Gold Debt
      direct to China Gold on behalf of Wits Basin in satisfaction of London
      Mining's obligations to make the WB Loan and Wits Basin's repayment
      obligations under this clause
2.18.6;

              


      

    

    


    
      
        	
              	
                2.18.7

              	
                subject
      to the receipt of appropriate invoices (in a form satisfactory to London
      Mining, in its absolute discretion), the parties shall (so far as they are
      able to do so) procure that the Company shall use part of the LM
      Subscription Funds to pay the JV Expenses to the extent specified in
      section 2 of Schedule 1 as full and final settlement of those
      amounts.  The parties agree that London Mining shall pay the JV
      Expenses direct to relevant payees on behalf of the Company and HK Co and
      that such payment shall form part of its subscription under clause
      2.20;

              


      

    


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

    


    
      
        	
              	
                2.18.8

              	
                the
      parties shall (so far as they are able to do so) procure that the Company
      shall use part of the LM Subscription Funds to make an inter-company loan
      of US$1,000,000 to HK Co and shall procure that HK Co shall use those
      funds to make the Green Completion Payment as full and final settlement of
      that amount. The parties agree that London Mining shall pay the Green
      Completion Payment direct to William Green on behalf of the Company and HK
      Co and that such payment shall form part of its subscription under clause
      2.20;

              


      

    

    


    
      
        	
              	
                2.18.9

              	
                subject
      to the receipt of appropriate invoices, Wits Basin agrees that it will
      promptly pay London Mining an amount equal to 50% of the Incorporation
      Expenses and an amount equal to 50% of the Joint Venture legal costs;
      and

              


      

    

    


    
      
        	
              	
                2.18.10

              	
                the
      parties shall (so far as they are able to do so) procure that the Company
      shall repay to London Mining any accrued but unpaid interest under the LM
      Loan.

              


      

    

    


    
      	
              2.19

            	
              Following
      Completion, the parties shall, so far as they are able to do so, use best
      endeavours to procure (and, for the avoidance of doubt, this does not
      impose an obligation on Wits Basin or London Mining to put additional
      funds into the Company) that the Company
pays:

            


    

    


    
      	
               
      

            	
              2.19.1

            	
              the
      Retained Consulting Payment to Lu Benzhao to the extent payable under the
      Amended Consulting Agreement;

            


    

    


    
      	
               
      

            	
              2.19.2

            	
              the
      Outstanding Expenses, subject to receipt of appropriate invoices (in a
      form satisfactory to London Mining, in its absolute discretion) at such
      time as is agreed in writing by Wits Basin and London
      Mining;  and

            


    

    


    
      	
               
      

            	
              2.19.3

            	
              the
      Green Deferred Payment in accordance with the terms of the Green
      Agreement.

            


    

    


    
      	
              2.20

            	
              Payment
      by London Mining of the LM Subscription Funds will be satisfied by
      the:

            


    

    


    
      	
               
      

            	
              2.20.1

            	
              the
      capitalisation of the LM Escrow Loan (excluding any accrued interest)
      which shall immediately on such capitalisation be deemed satisfied in
      full;

            


    

    


    
      	
               
      

            	
              2.20.2

            	
              the
      capitalisation of the LM Loan (excluding any accrued interest) which shall
      immediately on such capitalisation be deemed satisfied in
      full;

            


    

    


    
      	
               
      

            	
              2.20.3

            	
              payment
      by London Mining of the Outstanding Consulting Payment under clause 2.15,
      the JV Expenses under clause 2.18.7 and the Green Completion Payment under
      clause 2.18.8; and

            


    

    


    
      	
               
      

            	
              2.20.4

            	
              payment
      by London Mining of the Residual Amount to the
  Company.

            


    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    

    


    
      	
              2.21

            	
              As
      soon as practicable after the occurrence of the events specified in clause
      17 the parties shall procure that the Company enters London Mining in the
      register of members of the Company as the holder of 100 A Shares and that
      there are delivered to London Mining share certificates in respect of such
      A Shares

            


    

    


    Position
pending Completion

    


    
      	
              2.22

            	
              From
      the date of this Agreement until Completion, Wits Basin undertakes to
      London Mining that it will take no action and shall procure that no member
      of the Wits Basin Shareholder Group or the Group (to the extent within its
      control) takes any action which is inconsistent with the provisions of
      this Agreement or the consummation of the transactions contemplated by
      this Agreement. For the avoidance of doubt, failure to comply with the
      Conditions due to London Mining’s determination (in its absolute
      discretion) that any attempt to comply with any such Condition is not
      acceptable to or approved by London Mining shall not of itself constitute
      an action inconsistent with the provisions of this Agreement or the
      consummation of the transactions contemplated by this Agreement, without
      any further evidence of Wits Basin's breach of this
  clause.

            


    

    


    
      	
              2.23

            	
              From
      the date of this Agreement until Completion or termination of this
      Agreement, Wits Basin shall not and shall procure that its directors,
      employees, agents, advisers and members of its Shareholder Group, the
      Company, HK Co or BVI Co together with their respective directors,
      employees, agents and advisers shall not initiate, solicit, entertain,
      negotiate, make, accept or discuss, any proposal or offer to acquire any
      interest in the Company, HK Co, any Target Entity or MZM or their
      respective businesses and/or assets or directly or indirectly discuss,
      negotiate or establish a joint venture with another party to acquire any
      direct or indirect interest in the Company, HK Co, any Target Entity or
      MZM otherwise than as contemplated by this
  Agreement.

            


    

    


    
      	
              3.

            	
              WARRANTIES

            


    

    


    
      	
              3.1

            	
              Wits
      Basin warrants to London Mining as at the date of this Agreement
      that:-

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              other
      than in connection with its incorporation or filing of documents, neither
      HK Co nor the Company (in respect of the Warranties in this clause 3.1.1
      deemed repeated immediately before Completion or before the Relevant Date
      in the case of the warranty in 3.1.1(h)) has entered into any agreement or
      contract save for the Target Entities Equity Transfer Agreements (as
      amended pursuant to this Agreement), the Escrow Agreements, the Amended
      Consulting Agreement, the Subsidiary Security, the LM Escrow Loan
      Agreement, the Company Escrow Loan Agreement, the LM Loan Agreement or the
      Loan Agreement entered into between William Green and HK Co dated 22 June
      2007 (the "Original Green
      Loan Agreement") (in the case of HK Co), nor carried on any trade
      or business or engaged in any activities whatsoever and that it has not
      made any payments nor received any income nor incurred any expenditure or
      liabilities (other than under the Subsidiary Security, the Escrow
      Agreements, the Amended Consulting Agreement, the Original Green Loan
      Agreement, the LM Escrow Loan Agreement, the Company Escrow Loan Agreement
      and the LM Loan Agreement) and in particular but without limitation
      neither HK Co nor the Company: (in respect of the warranties repeated
      immediately before Completion):

            


    


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              has
      any indebtedness, mortgages, charges, debentures, guarantees or other
      commitments or voluntarily incurred liabilities (present or contingent)
      outstanding except in the case of HK Co, under the Target Entities Equity
      Transfer Agreements, the Escrow Agreements, the Amended Consulting
      Agreement, the Subsidiary Security, the Share Pledge, the Wits Basin
      Promissory Note, the Original Green Loan Agreement, the LM Escrow Loan
      Agreement, the Company Escrow Loan Agreement and the LM Loan Agreement
      or);

            


    

    


    
      	
               
      

            	
              (b)

            	
              has
      any employees or consultants;

            


    

    


    
      	
               
      

            	
              (c)

            	
              or
      as far as Wits Basin is aware, the Target Entities, have entered into any
      service agreement with Lu Benzhao or any agreement pursuant to which fees
      are payable to Lu Benzhao other than under the Consulting Agreement and
      Target Entities Equity Transfer
Agreements;

            


    

    


    
      	
               
      

            	
              (d)

            	
              or
      as far as Wits Basin is aware, the Target Entities have entered into any
      arrangements with William Green regarding the operation of the Target
      Entities and MZM other than under the Operating
  Agreement;

            


    

    


    
      	
               
      

            	
              (e)

            	
              has
      any executive officers other than:

            


    

    


    
      
        	
                 

              	
                 (i) 

              	
                 Stephen
      D. King, Chief Executive
Officer;

              


      

    

    


    
      
        	
                
                

              	
                 (ii) 

              	
                 Mark
      D. Dacko, Chief Financial
Officer;

              


      

    

    


    
      
        	
                
                

              	
                 (iii)

              	
                William
      Green, President of Asia Operations;
and

              


      

    

    


    
      
        	
                
                

              	
                 (iv)

              	
                Harvey
      V White, Chairman,

              


      

    

    


    each of
whom is employed by Wits Basin with the title as set out above and has been
appointed as an officer of HK Co or the Company (with respect of this warranty
as deemed given by the Company at Completion), but none of whom receives fees
for his role as an officer of HK Co or the Company or has any outstanding claim
(including for any costs or expenses) against HK Co or the
Company;


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              is
      party to any contract whatsoever other than in the case of the Company and
      HK Co (as applicable), the Target Entities Equity Transfer Agreements, the
      Subsidiary Security, the Original Green Loan Agreement, the LM Escrow Loan
      Agreement, the Company Escrow Loan Agreement and the LM Loan
      Agreement;

            


    

    


    
      	
               
      

            	
              (g)

            	
              has
      given any power of attorney;

            


    

    


    
      	
               
      

            	
              (h)

            	
              is,
      as far as Wits Basin is aware, party to any litigation or arbitration, nor
      so far as Wits Basin is aware, are there any proceedings pending or
      threatened by or against HK Co or the Company nor are there any facts or
      circumstances which might reasonably be expected to give rise to any
      proceedings being commenced by or against HK Co or the
      Company;

            


    

    


    
      	
               
      

            	
              (i)

            	
              has
      granted or agreed to grant any options or other rights to subscribe for or
      call for the allotment of any shares or loan capital in HK Co, the Company
      or any other Subsidiary Company except as contemplated in this
      Agreement;

            


    

    


    
      	
               
      

            	
              (j)

            	
              is
      the lessee of any property; or

            


    

    


    
      	
               
      

            	
              (k)

            	
              is
      the owner of, or interested in any assets whatsoever including, without
      limitation, the share capital of any other body corporate except as
      contemplated in this Agreement; and

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              all
      of the issued shares in HK Co are owned by the Company and that the
      appropriate stamp duty has been paid on the transfer of all of the issued
      shares in HK Co from Wits Basin to the Company and all of the issued
      shares in the Company will be owned by Wits Basin immediately before
      Completion;

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              all
      of the issued shares in HK Co and in the Company (in respect of the
      warranties repeated immediately before Completion) except pursuant to the
      Security Agreement, the Subsidiary Security and the Share Pledge (when
      this warranty is given at the date of this agreement) and the Share Pledge
      as amended under clause 2.1.15 (when this warranty is deemed repeated
      immediately before Completion) are held free from all liens, charges and
      encumbrances or interests in favour of, or claims made by or which could
      be made by, any other person and are held with all rights now or hereafter
      attaching to them and such shares are fully paid and have been properly
      and validly allotted.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              Wits
      Basin shall be deemed to warrant again to London Mining in the terms of
      the Warranties given under clause 3.1 in respect of HK Co and the Company
      immediately before Completion (except with respect to clause 3.1.1(h)
      which will be deemed to be repeated immediately before the Relevant Date)
      with reference to the facts and circumstances then subsisting (save that a
      reference to any fact, matter, event or circumstance existing, occurring
      or having occurred at or before the date of this Agreement shall also be
      construed as a reference to its existing, occurring or having occurred at
      or before Completion).  The Warranties as deemed to be repeated
      shall be qualified to the extent of any matters contemplated by the
      Conditions including entry into the various documents by HK Co or the
      Company.

            


    

    


    
      	
              3.3

            	
              Wits
      Basin warrants to London Mining as at the date of this Agreement, and
      shall be deemed to warrant to London Mining immediately before Completion
      (in respect of the Warranties given under clauses 3.3.1 and 3.3.3) or
      immediately before the Relevant Date (in respect of the Warranties given
      under clauses 3.3.2 and 3.3.4)
that:

            


    

    


    
      	
               
      

            	
              3.3.1

            	
              all
      material information received by Wits Basin prior to Completion relating
      to the Target Entities and MZM has been provided to London
      Mining;

            


    

    


    
      	
               
      

            	
              3.3.2

            	
              Wits
      Basin is not aware of any material information that has not been disclosed
      to London Mining which might reasonably affect the willingness of London
      Mining to invest in the Company;
and

            


    

    


    
      	
               
      

            	
              3.3.3

            	
              the
      final versions of the Target Entities Equity Transfer Agreements, the MZM
      Equity Transfer Agreement, the Consulting Agreement, the Escrow Agreement
      and any other document disclosed in writing to London Mining and
      identified as an acquisition document (in each case as amended as
      contemplated by the Conditions) contain all of the material terms relating
      to the acquisition of the Target Entities and NSM;
  and

            


    

    


    
      	
               
      

            	
              3.3.4

            	
              so
      far as Wits Basin is aware, there are no circumstances which entitle, or
      are reasonably likely to entitle, any member of the Wits Basin Shareholder
      Group, the Company, HK Co or BVI Co to make any claims under any of the
      representations, warranties, undertakings or indemnities given or made
      pursuant to the final versions of the Target Entities Equity Transfer
      Agreements, the MZM Equity Transfer Agreement and the Consulting
      Agreement.

            


    

    


    
      	
              3.4

            	
              Immediately
      before the Relevant Date Wits Basin shall also be deemed to warrant to
      London Mining that:

            


    

    


    
      	
               
      

            	
              3.4.1

            	
              the
      factual information contained in the Business Plan is true and accurate in
      all material respects;

            


    

     

    
      	
               
      

            	
              3.4.2

            	
              the
      forecasts and projections contained in the Business Plan have been
      prepared in good faith and after careful consideration;
  and

            


    

    


    
      	
               
      

            	
              3.4.3

            	
              the
      assumptions set out in the Business Plan are reasonable and realistic and
      no material facts or assumptions have been omitted from the Business Plan
      which would render the information, forecasts, projections or the other
      expressions of opinion, intention and expectation contained in it
      misleading.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	
              3.5

            	
              Wits
      Basin undertakes to London Mining that it shall not, and shall procure
      that each member of the Wits Basin Shareholder Group, the Company, HK Co
      or BVI Co shall not, do allow or procure any act or omission before
      Completion which would or might constitute a breach of any of the
      Warranties upon their being deemed to be given again under clause 3.2.

            


    

    


    
      	
              3.6

            	
              Wits
      Basin undertakes to London Mining to disclose to it in writing,
      immediately upon it becoming aware of the same, full details of any fact,
      matter, event or circumstance
which:-

            


    

    


    
      	
               
      

            	
              3.6.1

            	
              does
      or might constitute a breach of any of the Warranties given upon the
      execution of this Agreement; or

            


    

    


    
      	
               
      

            	
              3.6.2

            	
              will
      or might constitute a breach of any of the Warranties when deemed given
      again immediately prior to Completion or the Relevant Date (as
      applicable).

            


    

    


    
      	
              3.7

            	
              If
      at any time prior to the Relevant Date it comes to the knowledge of London
      Mining (whether by way of notification pursuant to clause 3.6 or
      otherwise) that any of the Warranties was untrue, inaccurate or misleading
      in a material respect when made and/or that any of the Warranties has
      ceased to be true or accurate in a material respect or has become
      misleading in a material respect by reference to the facts and
      circumstances then subsisting, London Mining shall be entitled to
      terminate its obligations under this Agreement by giving notice to Wits
      Basin and the Company at any time prior to the Relevant
    Date.

            


    

    


    
      	
              4.

            	
              UNDERTAKINGS

            


    

    


    Each
party undertakes to the other from the date of this Agreement to Completion or
termination of this Agreement:-

    


    
      	
              4.1

            	
              to
      observe and perform its own obligations under this Agreement and give full
      effect to the provisions of this
Agreement;

            


    

    


    
      	
              4.2

            	
              to
      disclose to the other party as soon as practicable after it becomes aware
      of the same, any information of a material nature relating to the business
      of the Target Entities or MZM of which it becomes
  aware.

            


    

    


    
      	
              5.

            	
              CONFIDENTALITY

            


    

    


    
      	
              5.1

            	
              Notwithstanding
      any other provision of this Agreement, the parties shall be entitled at
      all times to:

            


    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.1.1

            	
              consult
      freely about the Group and its affairs with;
and

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              disclose
      Conditional Information to,

            


    

    


    their
auditors, lenders and proposed lenders and with any other member of their
respective Groups or investors (or with or to any of its or their respective
professional advisers) in connection with the entry into this agreement and the
subscription in, and proposed operation of, the Company and the Group, provided
that the party disclosing such information shall use reasonable endeavours to
procure that any such recipient is made aware that it is Confidential
Information and agrees to treat it accordingly.

    


    
      	
              5.2

            	
              Subject
      to clause 5.1, each party shall in all respects keep confidential and not
      at any time disclose or make known in any other way to anyone whomsoever
      or use for his own or any other person's benefit or to the detriment of
      the other party or any Group Company any Confidential Information,
      provided that:

            


    

    


    
      	
               
      

            	
              5.2.1

            	
              such
      obligation shall not apply to information which becomes generally known
      (other than through a breach by any party of this
  clause);

            


    

    


    
      	
               
      

            	
              5.2.2

            	
              any
      party shall be entitled at all times to disclose such information as may
      be required by law or by any competent judicial or regulatory authority or
      by any securities exchange on which it is linked or for tax or accounting
      purposes (provided that, so far as practicable, the disclosing party shall
      consult with the other parties prior to making such disclosure);
      and

            


    

    


    
      	
               
      

            	
              5.2.3

            	
              nothing
      contained in this clause shall prevent any employee of any party from
      disclosing information in the proper performance of his duties as an
      employee.

            


    

    


    
      	
              6.

            	
              ANNOUNCEMENTS

            


    

    


    No party
shall (without the consent of the other party, such consent not to be
unreasonably withheld or delayed) issue any press release or make any public
statement or publish any document or make any public statement or otherwise make
any disclosure to any person who is not a party to this Agreement, other than
the Announcements, before or after Completion, relating to any of the matters
provided for or referred to in this Agreement or any ancillary
matter.  This clause shall not apply to any announcement or disclosure
required by law, by any competent judicial or regulatory authority, Oslo Axess,
the Securities and Exchange Commission or by any securities exchange (in which
case the parties shall co-operate, in good faith, in order to agree the content
of any such announcement, so far as practicable, prior to its being
made).


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              TERMINATION

            


    

    


    Save as
expressly provided in this Agreement to the contrary and unless otherwise agreed
by the parties, this Agreement other than clauses 1 (Definitions and
Interpretation), 3 (Warranties), 5 (Confidentiality), 6 (Announcements), 9
(Applicable Law and Jurisdiction), 10 (General) and 11 (Notices), shall
terminate upon the happening of the earliest of the following:-

    


    
      	
              7.1

            	
              the
      termination of either of the Target Entities Equity Transfer
      Agreements;

            


    

    


    
      	
              7.2

            	
              termination
      under clause 3.7; and

            


    

    


    
      	
              7.3

            	
              all
      of the Conditions not having been satisfied or validly waived on or before
      14 April 2009 or such other later date as agreed in writing between the
      parties in accordance with clause
2.4.

            


    

    


    
      	
              8.

            	
              COSTS

            


    

    


    
      	
               
      

            	
              Each
      of the parties shall pay all costs and expenses incurred by it in its own
      right in connection with the negotiation and conclusion of this
      Agreement.

            


    

    


    
      	
              9.

            	
              APPLICABLE
      LAW AND JURISDICTION

            


    

    


    
      	
              9.1

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

            


    

    


    
      	
              9.2

            	
              The
      parties irrevocably submit to the non-exclusive jurisdiction of the courts
      of England and Wales in respect of any claim, dispute or difference
      arising out of or in connection with this
  Agreement.

            


    

    


    
      	
              10.

            	
              GENERAL

            


    

    


    Entire
agreement

    


    
      	
              10.1

            	
              This
      Agreement (together with any documents referred to herein or 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.

            


    

    


    
      	
              10.2

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

            


    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

    


    Variations
and waivers

    


    
      	
              10.3

            	
              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.

            


    

    


    
      	
              10.4

            	
              No
      failure or delay any party or time or indulgence given in exercising any
      remedy or right under or in relation to this Agreement shall operate as a
      waiver of the same nor shall any single or partial exercise of any remedy
      or right preclude any further exercise of the same or the exercise of any
      other remedy or right.

            


    

    


    
      	
              10.5

            	
              No
      waiver by any party of any requirement of this Agreement, or of any remedy
      or right under this Agreement, shall have effect unless given in writing
      and signed by such party.  No waiver of any particular breach of
      the provisions of this Agreement shall operate as a waiver of any
      repetition of such breach.

            


    

    


    
      	
              10.6

            	
              Any
      waiver, release or compromise or any other arrangement of any kind
      whatsoever which a party gives or enters into with any other party in
      connection with this Agreement shall not affect any right or remedy of
      that party as regards any other parties or the liabilities of any other
      such parties under or in relation to this
  Agreement.

            


    

    


    Assignment

    


    
      	
              10.7

            	
              No
      party shall be entitled to assign the benefit or burden of any provision
      of this Agreement (or any of the documents referred to herein) without the
      consent of the other party.

            


    

    


    Effect
of Completion

    


    
      	
              10.8

            	
              The
      provisions of this Agreement, insofar as the same shall not have been
      performed at Completion, shall remain in full force and effect
      notwithstanding Completion.

            


    

    


    Counterparts

    


    
      	
              10.9

            	
              This
      Agreement may be executed as two or more counterparts and execution by
      each of the parties of any one of such counterparts will constitute due
      execution of this Agreement.

            


    

    


    Further
assurance

    


    
      	
              10.10

            	
              Each
      party shall, and shall use all reasonable endeavours to procure that any
      necessary third party shall, do and execute and perform all such further
      deeds, documents, assurances, acts and things as may reasonably be
      required to give effect to this
Agreement.

            


    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

    


    Injunctive
relief

    


    
      	
              10.11

            	
              It
      is acknowledged and agreed that any breach of the terms of this Agreement
      could cause the parties irreparable injury for which damages may not be an
      adequate remedy.  In the event of a breach or threatened breach
      by any party of the terms of this Agreement, but without limitation to any
      other remedies available to it, the other parties shall be entitled to
      seek injunctive relief in any Court of competent jurisdiction restraining
      the party in breach from breaching the terms of this
      Agreement.

            


    

    


    Other
remedies

    


    
      	
              10.12

            	
              Any
      remedy or right conferred upon a party for breach of this Agreement shall
      be in addition, and without prejudice, to all other rights and remedies
      available to it.

            


    

    


    Third
party rights

    


    
      	
              10.13

            	
              No
      provision of this Agreement is intended to benefit or be enforceable by
      any third party pursuant to the Contracts (Rights of Third Parties) Act
      1999, but this shall not affect any right or remedy of a third party which
      exists or is available apart from that
Act.

            


    

    


    Amendment
and restatement of Revised Subscription Agreement

    


    
      	
              10.14

            	
              The
      parties agree that with effect from the execution of this agreement the
      Revised Subscription Agreement dated 12 January 2009 is amended and
      restated by this Agreement.

            


    

    


    
      	
              10.15

            	
              The
      amendment and restatement of the Revised Subscription Agreement shall be
      without prejudice to rights or liabilities which have accrued, including
      in respect of any breach of warranty prior to the date on which the
      amendment and restatement takes effect, including rights or liabilities
      which have accrued under the Original Agreement, including in respect of
      any breach of warranty prior to the date on which the termination took
      effect.

            


    

    


    
      	
              11.

            	
              NOTICES

            


    

    


    Form
of Notice

    


    
      	
              11.1

            	
              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

    

    


    
      	
              11.2

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

            


    

    


    
      	
               
      

            	
              11.2.1

            	
              by
      hand to the relevant address set out in clause 11.4 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

            


    

     

    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              11.2.2

            	
              by
      prepaid first-class post to the relevant address set out in clause 11.4
      and shall be deemed served at the start of the second Business Day after
      the date of posting; or

            


    

     

    
      	
               
      

            	
              11.2.3

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

            


    

     

    
      	
               
      

            	
              11.2.4

            	
              by
      facsimile transmission to the relevant facsimile number set out in clause
      11.4 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 11.2.1 to clause 11.2.3 (inclusive) no later than the end of the
      next Business Day.

            


    

     

    
      	
              11.3

            	
              In
      clause 11.2 "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

    


    
      	
              11.4

            	
              Notices
      shall be addressed as follows:

            


    

    


    
      	
               
      

            	
              11.4.1

            	
              Notices
      for London Mining shall be marked for the attention
  of:

            


    

     

    
      
        
          
            	
                    Name:

                  	 
      	
                    Rohit
      Bhoothalingam

                  
	 
      	 
      	 
      
	
                    Address:

                  	 
      	
                    London
      Mining Plc

                  
	 
      	 
      	
                    39
      Sloane Street

                  
	 
      	 
      	
                    London

                  
	 
      	 
      	
                    United
      Kingdom

                  
	 
      	 
      	
                    SW1X
      9LP

                  
	 
      	 
      	 
      
	
                    Fax
      number:

                  	 
      	
                    00
      44 (0)20 7201
5050

                  


          

        

      

    

    


    
      	
               
      

            	
              11.4.2

            	
              Notices
      for Wits Basin shall be marked for the attention
  of:

            


    

     

    
      
        
          
            	
                    Name:

                  	 
      	
                    Stephen
      King

                  
	 
      	 
      	 
      
	
                    Address:

                  	 
      	
                    Wits
      Basin Precious Minerals Inc.

                  
	 
      	 
      	
                    80
      South 8th
      Street, Suite 900

                  
	 
      	 
      	
                    Minneapolis,
      Minnesota 55402-8773

                  
	 
      	 
      	 
      
	
                    Fax
      number:

                  	 
      	
                    (US)
      1 (612) 395-5276

                  


          

        

      

    

     

    
      
         


      

      
        37

        
          

        

      

      
         


      

    

    


    Change
of details

    


    
      	
              11.5

            	
              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
      11.  Until the end of such notice period, service on either
      address shall remain effective.

            


    

    


    THIS AGREEMENT has been duly
executed and delivered as a deed by the parties on the date stated
above.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                           EXECUTED and DELIVERED as a DEED

                        	
                          )

                        	 
      	 
	
                          by
      LONDON MINING
      PLC

                        	
                          )

                        	 
      	 
	
                          acting
      by RACHEL
      RHODES

                        	
                          )

                        	
                          /s/ Rachel Rhodes

                        	 
	 
      	
                          )

                        	
                          Director

                        	 
	
                          in
      the presence of:

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Witness
      signature: .........................................

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Witness
      name: .............................................

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Witness
      address: ...........................................

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Witness
      occupation: .......................................

                        	 
      	 
      	 


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      EXECUTED and DELIVERED as a DEED

                    	
                      )

                    	 
      	 
	
                      by
      WITS BASIN
      PRECIOUS

                    	
                      )

                    	 
      	 
	
                      MINERALS
      INC.

                    	
                      )

                    	
                      /s/ Stephen D. King

                    	 
	
                      acting
      by:

                    	
                      )