EXHIBIT
4.10

     

    
      
        	
                THE
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
      (COLLECTIVELY, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
      STATE SECURITIES OR BLUE SKY LAWS (“BLUE SKY LAWS”).  NO
      TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF
      THIS WARRANT OR THE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT
      (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT AND ANY APPLICABLE BLUE SKY LAWS OR (B) IF THE CORPORATION HAS BEEN
      FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION
      AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE
      EFFECT THAT NO REGISTRATION IS REQUIRED BECAUSE OF THE AVAILABILITY OF AN
      EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE
      SKY LAWS, AND ASSURANCES THAT THE TRANSFER, SALE, ASSIGNMENT, PLEDGE,
      HYPOTHECATION OR OTHER DISPOSITION WILL BE MADE ONLY IN COMPLIANCE WITH
      THE CONDITIONS OF ANY SUCH REGISTRATION OR
  EXEMPTION.

              


      

    

    


    WARRANT
TO PURCHASE SHARES OF COMMON STOCK

    OF

    WITS
BASIN PRECIOUS MINERALS INC.

    


    
      	
              Warrant
      No.:  PH-5

            	
              Date:  December
      17, 2009

            


    

    


    This
certifies that, for value received, Pioneer Holding, LLC, or its
successors or assigns (collectively, the “Holder”), is entitled to purchase from
Wits Basin Precious Minerals Inc. (the “Corporation”), Two Million
(2,000,000) fully paid and nonassessable shares (the “Shares”) of the
Corporation’s common stock, par value $.01 per share (the “Common Stock”), at an
exercise price of One Cent ($0.01) per Share (the “Exercise Price”), subject to
adjustment as herein provided.  This Warrant may be exercised by
Holder at any time from and after the date hereof until the date five (5) years
from the date hereof, at which time all of Holder’s rights hereunder shall
expire.

     

    This
Warrant is subject to the following provisions, terms and
conditions:

     

    1.           Exercise of
Warrant.

     

    (a)           Exercise
for Cash. The
rights represented by this Warrant may be exercised by the Holder, in whole or
in part (but not as to a fractional share of Common Stock), by the surrender of
this Warrant (properly endorsed, if required, at the Corporation’s principal
office in Minneapolis, Minnesota, or such other office or agency of the
Corporation as the Corporation may designate by notice in writing to the Holder
at the address of such Holder appearing on the books of the Corporation at any
time within the period above named), and upon payment to it by cash, certified
check or bank draft, electronic wire transfer or pursuant to the
cashless-exercise provision of Section 1.(b) of the purchase price for such
Shares.  The Corporation agrees that the Shares so purchased shall
have and are deemed to be issued to the Holder as the record owner of such
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such Shares as aforesaid. Certificates for
the Shares of Common Stock so purchased shall be delivered to the Holder within
a reasonable time, not exceeding 30 days, after the rights represented by this
Warrant shall have been so exercised, and provided that it is prior to the
Termination Date, a new Warrant representing the number of Shares, if any, with
respect to which this Warrant shall not then have been exercised shall also be
delivered to the Holder within such time.  The Corporation may require
that any such new Warrant or any certificate for Shares purchased upon the
exercise hereof bear a legend substantially similar to that which is contained
on the face of this Warrant.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (b)           Cashless
Exercise.  Upon receipt of a notice of cashless exercise, the
Corporation shall deliver to the Holder (without payment by the Holder of any
exercise price) that number of Shares that is equal to the quotient obtained by
dividing (x) the value of the Warrant on the date that the Warrant shall have
been surrendered (determined by subtracting the aggregate exercise price for the
Shares in effect on the Exercise Date from the aggregate Fair Market Value
(hereinafter defined) for the Shares) by (y) the Fair Market Value of one share
of Common Stock.  A notice of “cashless exercise” shall state the
number of Shares as to which the Warrant is being exercised.  “Fair
Market Value” for purposes of this Section (b) shall mean the average of the
Common Stock closing prices reported by the principal exchange on which the
Common Stock is traded, for the ten (10) business days immediately preceding the
Exercise Date or, in the event no public market shall exist for the Common Stock
at the time of such cashless exercise, Fair Market Value shall mean the fair
market value of the Common Stock as the same shall be determined in the good
faith discretion of the Board of Directors, after full consideration of all
factors then deemed relevant by such Board in establishing such value, including
by way of illustration and not limitation, the per share purchase price of
Common Stock or per security convertible into one share of Common Stock of the
most recent sale of shares of Common Stock or securities convertible into Common
Stock by the Corporation after the date hereof all as evidenced by the vote of a
majority of the directors then in office.

     

    2.           Transferability.  This
Warrant is issued upon the following terms, to which Holder consents and
agrees:

     

    (a)           Until
this Warrant is transferred on the books of the Corporation, the Corporation
will treat the Holder of this Warrant, registered as such on the books of the
Corporation, as the absolute owner hereof for all purposes without effect given
to any notice to the contrary.

     

    (b)           This
Warrant may not be exercised, and this Warrant and the Shares underlying this
Warrant shall not be transferable, except in compliance with all applicable
state and federal securities laws, regulations and orders, and with all other
applicable laws, regulations and orders.

     

    (c)           The
Warrant may not be transferred, and the Shares issuable upon exercise of this
Warrant, may not be transferred without the Holder obtaining an opinion of
counsel, which opinion of counsel is reasonably satisfactory to the Corporation,
stating that the proposed transaction will not result in a prohibited
transaction under the Securities Act and applicable Blue Sky
Laws;  provided, however, that this Warrant may be sold or transferred
to an Affiliate (as defined under Regulation D promulgated under the Securities
Act of 1933, as amended (the “Securities Act”)) of the
Holder without the Holder obtaining an opinion of counsel provided that (i) such
assignee is an accredited investor within the meaning of the Securities Act,
(ii) the Holder has given prior written notice to the Corporation.  By
accepting this Warrant, the Holder agrees to act in accordance with any
conditions imposed on such transfer by any such opinion of counsel.

     

    (d)           Neither
the issuance of this Warrant nor the issuance of the Shares issuable upon
exercise of this Warrant have been registered under the Securities
Act.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    3.           Certain Covenants of the
Corporation.  The Corporation covenants and agrees that all
Shares which may be issued upon the exercise of the rights represented by this
Warrant, upon issuance and full payment for the Shares so purchased, will be
duly authorized and issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue hereof, except those that may
be created by or imposed upon the Holder or his property.  The
Corporation covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Corporation will at all times
have authorized and available, free of preemptive or other rights, for the
purpose of issue upon exercise of the purchase rights evidenced by this Warrant,
a sufficient number of shares of its Common Stock to provide for the full
exercise of the rights represented by this Warrant.

     

    4.           Adjustment of Exercise Price
and Number of Shares.  The Exercise Price and number of Shares
are subject to the following adjustments:

     

    (a)           Stock Dividend, Stock Split
or Stock Combination.   If (i) any dividends on any class
of the Corporation’s capital stock payable in Common Stock or securities
convertible into or exercisable for Common Stock (collectively, “Common Stock
Equivalents”) shall be paid by the Corporation, (ii) the Corporation shall
divide its then-outstanding shares of Common Stock into a greater number of
shares, or (iii) the Corporation shall combine its outstanding shares of Common
Stock, by reclassification or otherwise, then, in any such event, the Exercise
Price in effect immediately prior to such event shall (until adjusted again
pursuant hereto) be adjusted immediately after such event to a price (calculated
to the nearest full cent) equal to the quotient of (x) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the
Exercise Price in effect immediately prior to such event, divided by (y) the
total number of shares of Common Stock outstanding immediately after such
event.  No adjustment of the Exercise Price shall be made if the
amount of such adjustment shall be less than $.01 per Share; but any such
adjustment not required then to be made shall be carried forward and shall be
made at the time and together with the any subsequent adjustment(s) which,
together with any adjustment(s) so carried forward, shall amount to not less
than $.05 per Share.

     

    (b)           Number of Shares Issuable on
Exercise of Warrants.  Upon each adjustment of the Exercise
Price pursuant to this Section, the Holder shall thereafter (until another such
adjustment) be entitled to purchase, at the adjusted Exercise Price, the number
of Shares, calculated to the nearest full Share, equal to the quotient of (i)
the product of (A) the number of Shares issuable under this Warrant (as then
adjusted pursuant hereto prior to the current adjustment), multiplied by (B) the
Exercise Price in effect prior to such adjustment, divided by (ii) the adjusted
Exercise Price.

     

    (c)           Notice of
Adjustment.  Upon any adjustment of the Exercise Price and any
increase or decrease in the number of Shares of Common Stock issuable upon the
exercise of the Warrant, then, and in each such case, the Corporation shall
within 30 days thereafter give written notice thereof, by first-class mail,
postage prepaid, addressed to each Holder as shown on the books of the
Corporation.  Any such notice shall state the adjusted Exercise Price
and adjusted number of Shares issuable upon the exercise of the Warrant, and
shall set forth in reasonable detail the methods of calculation of such
adjustments and the facts upon which such calculations were
based.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (d)           Effect of Reorganization,
Reclassification or Merger.  If at any time while this Warrant
is outstanding there should be (i) any reorganization of the Corporation’s
capital stock (other than splits or combinations of Common Stock contemplated by
and provided for in Section 4(a)), (ii) any consolidation or merger of the
Corporation with another corporation, limited liability company, partnership or
other business entity, or any sale, conveyance, lease or other transfer by the
Corporation of all or substantially all of its property to any other
corporation, limited liability company, partnership or other business entity,
which is effected in such a manner that the holders of Common Stock shall be
entitled to receive cash, stock, securities or assets with respect to or in
exchange for Common Stock, or (iii) any dividend or any other distribution upon
any class of the Corporation’s capital stock payable in capital stock of a
different class, other securities of the Corporation, or other Corporation
property (other than cash), then the Corporation shall use its best efforts to
ensure that, as a part of such transaction, lawful provision shall be made so
that Holder shall have the right thereafter to receive, upon the exercise
hereof, the number of shares of stock or other securities or property of the
Corporation or of the successor entity (or, as applicable, a parent corporation
of such successor entity) resulting from a consolidation or merger, or of the
entity to which the property of the Corporation has been sold, conveyed, leased
or otherwise transferred, as the case may be, which the Holder would have been
entitled to receive upon such capital reorganization, reclassification of
capital stock, consolidation, merger, sale, conveyance, lease or other transfer,
if this Warrant had been exercised immediately prior to such capital
reorganization, reclassification of capital stock, consolidation, merger, sale,
conveyance, lease or other transfer.  In any such case, appropriate
adjustments (as determined by the Corporation’s board of directors) shall be
made in the application of the provisions of this Warrant to the end that the
provisions set forth herein shall thereafter be applicable, as near as
reasonably may be, in relation to any shares or other property thereafter
deliverable upon the exercise of the Warrant as if the Warrant had been
exercised immediately prior to such capital reorganization, reclassification of
capital stock, such consolidation, merger, sale, conveyance, lease or other
transfer and the Holder had carried out the terms of the exchange as provided
for by such capital reorganization, consolidation or merger.

     

    5.           Limitation of Exercise of
Warrant.  Notwithstanding anything to the contrary herein,
Holder may not exercise all or any portion of this Warrant during the time
period and to the extent that the shares of Common Stock that Holder could
acquire upon such exercise would cause the Beneficial Ownership (as defined
below) of Common Stock held by Holder and its affiliates to exceed
4.99%.  The parties shall compute “Beneficial Ownership” of Common
Stock in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended.  Holder will, at the request of the Corporation, from time
to time, notify the Corporation of Holder’s computation of Holder’s Beneficial
Ownership.  By written notice to Corporation, Holder may waive the
provisions of this Section 5, but any such waiver will not be effective until
the 61st day after delivery thereof.  Nothing herein shall preclude
Holder or its affiliates from disposing of a sufficient number of other shares
of Common Stock beneficially owned by Holder or its affiliates so as to
thereafter permit the exercise of all or any portion of this
Warrant.

     

    6.           No Rights as
Shareholder.  This Warrant shall not entitle the Holder hereof
to any voting rights or other rights as a shareholder of the
Corporation.

     

    7.           Loss or
Mutilation.  Upon receipt by the Corporation from Holder of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably satisfactory
to the Corporation, and in case of mutilation upon surrender and cancellation
hereof, the Corporation will execute and deliver in lieu hereof a new Warrant of
like tenor to Holder; provided, however, in the
case of mutilation no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Corporation for
cancellation.

     

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

     

    9.           Amendments and
Waivers.  The provisions of this Warrant may not be amended,
modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Corporation agrees in writing and
has obtained the written consent of the Holder.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    10.         Successors and
Assigns.  All the terms and conditions of this Warrant shall be
binding upon and inure to the benefit of the permitted successors and assigns of
the Corporation and Holder.

     

    11.         Headings and
References.  The headings of this Warrant are for convenience
only and shall not affect the interpretation of this Warrant.  Unless
the context indicates otherwise, all references herein to Sections are
references to Sections of this Warrant.

     

    12.         Notices.  All
notices or communications hereunder, except as herein otherwise specifically
provided, shall be in writing.  Notices sent to the Holder shall be
mailed, hand delivered or faxed and confirmed to the Holder at his, her or its
address set forth in the Corporation’s records.  Notices sent to the
Corporation shall be mailed, hand delivered or faxed and confirmed to Wits Basin
Precious Minerals Inc., c/o Mark D. Dacko, 900 IDS Center, 80 South Eight
Street, Minneapolis, MN 55402-8773, or to such other address as the Corporation
or the Holder shall notify the other as provided in this Section.

     

    13.         Counterparts.  This
warrant may be executed by the Corporation and attested to in
counterparts.

     

    In
Witness Whereof, the Corporation has caused this Warrant to be signed by
its duly authorized officer on the date first set forth above.

     

    
      
        	
                WITS
      BASIN PRECIOUS MINERALS INC.:

              
	 
      
	
                By:  

              	
                 /s/ Stephen D. King

              
	 
      	
                Stephen
      D. King

              
	 
      	
                Chief
      Executive Officer