Exhibit
      10.14

    PROMISSORY
      NOTE

    


    
      	
              US$60,000

            	
              Minneapolis,
                Minnesota

            
	 	
              November
                12, 2008

            


    

    


    FOR
      VALUE
      RECEIVED, Wits Basin Precious Minerals Inc., a corporation organized and
      existing under the laws of the State of Minnesota (the “Maker”), hereby
      unconditionally promises to pay to Hawk Uranium Inc., a Canadian corporation,
      or
      its successors and assigns (the “Payee”), at 120 Adelaide Street West, Suite
      2500, Toronto, ON M5H 1T1, Canada, or such other place as may be designated
      by
      the Payee, on or before February 12, 2009 (the “Maturity Date”), the principal
      sum of Sixty Thousand U.S. Dollars ($60,000.00) (the “Principal”). Simple
      interest shall accrue on the Principal at a rate of ten percent
      (10%).

    


    As
      additional consideration to Payee for providing financial accommodations to
      Maker, Maker has agreed to issue the Payee a five-year warrant to purchase
      up to
      an aggregate of 250,000 shares of the Maker’s $0.01 par value common stock at a
      purchase price of $0.125 per share, such warrant to be issued at such time
      Maker
      has authorized and unissued shares of common stock available.

     

    The
      Maker
      acknowledges that the warrant to be issued to Payee pursuant to this Promissory
      Note shall have been duly authorized by the Maker’s board of
      directors.

    


    In
      connection with the acquisition of the warrant, the Payee represents and assures
      the Maker, to the best of its knowledge, the following:

    


    (a) Payee
      is
      not a “US Person” as defined in Rule 902(K) of the United States Securities Act
      of 1933 and that the offer and sale of the warrant is being made in an offshore
      transaction and that no selling efforts were made by the Maker or any of its
      affiliates;

    (b) Payee
      acknowledges that it has been afforded the opportunity to ask questions of
      and
      receive answers from duly authorized officers or other representatives of the
      Maker concerning an investment in the warrant, and any additional information
      which the Payee has requested;

    (c) Payee
      has
      had experience in investments in restricted, speculative securities and other
      investments which involve the risk of loss of investment. Payee has the
      requisite knowledge to assess the relative merits and risks of this investment
      without the necessity of relying upon other advisors, and Payee can afford
      the
      risk of loss of its entire investment in the warrant; 

    (d) Payee
      acknowledges that the warrant to be issued pursuant to this Promissory Note
      has
      not been registered under the Securities Act of 1933, and accordingly is deemed
      a “restricted security” within the meaning of Rule 144 of the Act. As such, may
      not be resold or transferred unless the Maker has received an opinion of counsel
      reasonably satisfactory that such resale or transfer is exempt from the
      registration requirements of that Act. The Maker shall not unreasonably withhold
      approval of any application filed by Payee under Rule 144(d) of the Act to
      clear
      the subject security of restrictions after Payee has satisfied the requirements
      of Rule 144(d); and


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e) Payee
      understands and acknowledges that the certificate representing the common shares
      issued upon exercise will contain a restrictive securities legend.

    


    All
      payments on account of this Note, when paid, shall be applied first to the
      payment of Principal and the balance, if any, shall be applied to reduction
      of
      the unpaid interest. Maker may prepay this Note in full or in part at any time
      and from time to time without premium or penalty.

    


    Maker
      hereby grants the Payee a security interest in Maker’s right to acquire a 65%
      interest in Kwagga Gold (Barbados) Limited (the “Spin Off Shares”), subject to
      any existing security interest granted by Maker prior to the date hereof
      relating to the Spin Off Shares. The security interest granted herein is to
      be
      construed to the fullest extent permitted without violating any term or right
      of
      any existing security interest or any holder of such security interest granted
      prior to the date hereof. If this Note is placed in the hands of an attorney
      for
      collection, the holder shall be entitled to recover reasonable and necessary
      collection costs, including reasonable and necessary attorney’s
      fees.

    


    The
      Maker
      hereby waives presentment for payment, notice of dishonor, protest, notice
      of
      protest, and diligence in collection, and consents that the time of payment
      on
      any amount due under this Note may be extended by the holder without otherwise
      modifying, altering, releasing, affecting, or limiting the liability of the
      Maker. Maker agrees to assert no defenses against payment of this Note except
      for actual payment thereof.

    


    The
      terms, conditions and provisions of this Note shall be construed and enforced
      according to the laws of the State of Minnesota.

    


    IN
      WITNESS WHEREOF, the duly authorized officer of Maker has caused this Note
      to be
      executed on the date first written above.

    


    
      	
              Wits
                Basin Precious Minerals Inc., 

            
	
              a
                Minnesota corporation

            
	 
	
              /s/
                Mark D Dacko

            
	
              By:
                Mark D Dacko

            
	
              Its:
                Chief Financial Officer