0001144204-07-068116 Sample Contracts

OPERATING AGREEMENT between KWAGGA GOLD (PROPRIETARY) LIMITED and WITS BASIN PRECIOUS MINERALS INCORPORATED
Operating Agreement • December 18th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores

KWAGGA GOLD (PROPRIETARY) LIMITED, a company incorporated under the laws of the Republic of South Africa (Registration Number 98/07520/07)

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SALE OF SHARES AGREEMENT between/amongst AFRIORE INTERNATIONAL (BARBADOS) LIMITED WITS BASIN PRECIOUS MINERALS INC and KWAGGA GOLD (BARBADOS) LIMITED
Sale of Shares Agreement • December 18th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores

The Seller warrants to the Purchaser that it owns the Shares and is entitled to give title thereto to the Purchaser. The Seller gives to the Purchaser no other warranties, representations or undertakings regarding the Company or the Subsidiary or any of the assets or liabilities of the Company or the Subsidiary.

TERMINATION OF OPTION AGREEMENT
Termination of Option Agreement • December 18th, 2007 • Wits Basin Precious Minerals Inc • Gold and silver ores • Hong Kong

THIS TERMINATION OF OPTION AGREEMENT (this “Agreement”), dated as of December 12, 2007 (the “Effective Date”), by and among SSC Mandarin Group Limited (“SSC”), China Global Mining Resources Limited, a British Virgin Islands company (“CGMR BVI”), China Global Mining Resources Limited, a Hong Kong company (“CGMR HK,” and together with CGMR BVI, “CGMR”), SSC Mandarin Financial Services Limited (“SSCM FS”), SSC - Sino Gold Consulting Co. Ltd. (“SINO”), and Wits Basin Precious Minerals, Inc. (“WITS”), is made with respect to the relinquishment of WITS rights conferred by an Option Agreement, executed in March 2007, by and among WITS, SSCM FS and SINO (the “Option Agreement”).

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