EXHIBIT
4.1

     

    
      	
              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 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. [xx]

            	
              Minneapolis,
      Minnesota

            
	 
      	
              [Month
      xx, 20xx]

            


    

    


    THIS
CERTIFIES THAT, for value received, [Name], or its/his successors or assigns
(collectively, the “Holder”) is entitled to
purchase from Wits Basin Precious Minerals Inc. (the “Company”) [Amount] (xxx,xxx)
fully paid and nonassessable shares (the “Shares”) of the Company’s
common stock, $0.01 par value (the “Common Stock”), at an exercise
price of Three Cents ($0.03) per Share (the “Exercise Price”), subject to
adjustment as herein provided.  This Warrant may be exercised by
Holder at any time after the date hereof; provided, however, that,
Holder shall in no event have the right to exercise this Warrant or any portion
thereof after [Month xx, 20xx], 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.
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 Company’s principal
office in Minneapolis, Minnesota, or such other office or agency of the Company
as the Company may designate by notice in writing to the Holder at the address
of such Holder appearing on the books of the Company at any time within the
period above named), and upon payment to it by certified check, electronic wire
transfer, bank draft or cash of the purchase price for such
Shares.  The Company 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 fourteen (14) days, after the rights represented
by this Warrant shall have been so exercised, and, unless this Warrant has
expired, 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 Company 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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.           Transferability of this
Warrant.  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 Company, the Company will treat
the Holder of this Warrant registered as such on the books of the Company as the
absolute owner hereof for all purposes without being affected by 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 the exercise of
this Warrant, may not be transferred without the Holder obtaining an opinion of
counsel, which opinion and counsel are satisfactory to the Company, stating that
the proposed transaction will not result in a prohibited transaction under the
Securities Act and applicable Blue Sky Laws.  By accepting this
Warrant, the Holder agrees to act in accordance with any conditions reasonably
imposed on such transfer by such opinion of counsel.

    


    (d)           Neither
this 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
Company.  The Company 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 its property; and without limiting the
generality of the foregoing, the Company covenants and agrees that it will from
time to time take all such actions as may be required to assure that the par
value per share of the Common Stock is at all times equal to or less than the
effective Exercise Price per Share issuable pursuant to this
Warrant.  The Company further covenants and agrees that during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized and reserved, free of preemptive or
other rights, for the exclusive 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 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)           Adjustment of Exercise Price
for Stock Dividend, Stock Split or Stock Combination.   In
the event that (i) any dividends on any class of stock of the Company payable in
Common Stock or securities convertible into or exercisable for Common Stock
(“Common Stock
Equivalents”) shall be paid by the Company, (ii) the Company shall
subdivide its then outstanding shares of Common Stock into a greater number of
shares, or (iii) the Company 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) determined by dividing (a) the number of shares of
Common Stock outstanding immediately prior to such event, multiplied by the then
existing Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event, and the resulting quotient shall be
the adjusted Exercise Price per share.  No adjustment of the Exercise
Price shall be made if the amount of such adjustment shall be less than $0.01
per Share, but in such case any adjustment that would otherwise be required then
to be made shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than $0.01 per
Share.

    


    (b)           Adjustment of Number of
Shares Issuable upon 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
purchasable 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 as to
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 Company within thirty
(30) days thereafter shall give written notice thereof, by first class mail,
postage prepaid, addressed to each Holder as shown on the books of the
Company.  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, Merger, etc.  If at any time while this
Warrant is outstanding there should be (i) any capital reorganization of the
capital stock of the Company (other than the issuance of any shares of Common
Stock in subdivision of outstanding shares of Common Stock by reclassification
or otherwise and other than a combination of shares provided for in Section 4(a)
hereof), (ii) any consolidation or merger of the Company with another
corporation, or any sale, conveyance, lease or other transfer by the Company of
all or substantially all of its property to any other corporation, 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
stock of the Company payable in stock of the Company of a different class, other
securities of the Company, or other property of the Company (other than cash),
then, 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 Company, or of
the successor corporation resulting from such consolidation or merger, or of the
corporation to which the property of the Company 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 Board of Directors of the Company) shall be
made in the application of the provisions set forth in this Warrant (including
the adjustment of the Exercise Price and the number of Shares issuable upon the
exercise of the 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.  The Company shall not effect any such
capital reorganization, consolidation, merger or transfer unless, upon or prior
to the consummation thereof, the successor corporation or the corporation to
which the property of the Company has been sold, conveyed, leased or otherwise
transferred shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash or property as in accordance with
the foregoing provisions such Holder shall be entitled to purchase.

    


    5.           No Rights as
Shareholder.  This Warrant shall not entitle the Holder as such
to any voting rights or other rights as a shareholder of the
Company.

    


    6.           Registration
Rights.  If at any time the Company shall propose to file any
registration statement (other than any registration on Form S-4, S-8 or any
other similarly inappropriate form, or any successor forms thereto) under the
1933 Act covering a public offering of the Company’s Common Stock (the “Registration Statement”), it
will notify the Holder hereof at least thirty (30) days prior to each such
filing (the “Registration
Notice”) and will use its best efforts to include in the Registration
Statement (to the extent permitted by applicable regulation) the Shares
purchased or purchasable by the Holder upon the exercise of the Warrant to the
extent requested by the Holder hereof within twenty (20) days after receipt of
notice of such filing (which request shall specify the interest in this Warrant
or the Shares intended to be sold or disposed of by such Holder and describe the
nature of any proposed sale or other disposition thereof); provided, however,
that if a greater number of Shares is offered for participation in the proposed
offering than in the reasonable opinion of the managing underwriter of the
proposed offering can be accommodated without adversely affecting the proposed
offering, then the amount of Shares proposed to be offered by such Holder for
registration, as well as the number of securities of any other selling
shareholders participating in the registration, shall be proportionately reduced
to a number deemed satisfactory by the managing underwriter.  The
Company shall bear all expenses and fees incurred in connection with the
preparation, filing, and amendment of the Registration Statement with the
Commission, except that the Holder shall pay all fees, disbursements and
expenses of any counsel or expert retained by the Holder and all underwriting
discounts and commissions, filing fees and any transfer or other taxes relating
to the Shares included in the Registration Statement.  The Holder of
this Warrant agrees to cooperate with the Company in the preparation and filing
of any Registration Statement, and in the furnishing of information concerning
the Holder for inclusion therein, or in any efforts by the Company to establish
that the proposed sale is exempt under the 1933 Act as to any proposed
distribution. The Holder understands that if the Company has not received such
information requested by the Company in the Registration Notice within 20 days
after Holder’s receipt thereof, the Company shall have no obligation to include
any of Holder’s Shares in the Registration Statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.           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.

    


    8.           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 Company agrees in writing and has
obtained the written consent of the Holder.

    


    9.           Redemption of
Warrant.

    


    (a)           Redemption
Price.  This Warrant may be redeemed at the option of the
Company following a period of thirty (30) consecutive trading days where the per
share closing sale price of the Common Stock equals or exceeds Ten Cents
($0.10), on notice as set forth in Section 9(b) hereof, and at a redemption
price equal to One Hundredth of a Cent ($0.001) for each Share purchasable under
this Warrant.

    


    (b)           Notice of
Redemption.  In the case of any redemption of this Warrant, the
Company shall give notice of such redemption to the Holder hereof as provided in
this Section 9(b).  Notice of redemption to the Holder of this Warrant
shall be given by mailing by first-class mail, postage prepaid, a notice of such
redemption not less than thirty (30) trading days prior to the date fixed for
redemption. Any notice which is given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives the notice.  Each such notice shall specify the date fixed
for redemption, the place of redemption and the redemption price of $0.001 per
Share at which this Warrant is to be redeemed, and shall state that payment of
the redemption price of the Warrant will be made up on surrender of this Warrant
at such place of redemption, and that if not exercised by the close of business
on the date fixed for redemption, the exercise rights of the Warrant shall
expire unless extended by the Company.  Such notice shall also state
the current Exercise Price and the date on which the right to exercise the
Warrant will expire unless extended by the Company.

    


    (c)           Payment of Redemption
Price.  If notice of redemption shall have been given as
provided in Section 9(b), the redemption price of $0.001 per Share shall, unless
the Warrant is theretofore exercised pursuant to the terms hereof, become due
and payable on the date and at the place stated in such notice.  On
and after such date of redemption, the exercise rights of this Warrant shall
expire.  On presentation and surrender of this Warrant at such place
of payment in such notice specified, this Warrant shall be paid and redeemed at
the redemption price of $0.001 per Share within ten (10) days
thereafter.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    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 Company 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 and if sent to the Holder shall be mailed,
delivered, or transmitted via facsimile and confirmed to the Holder at its or
his address set forth on the records of the Company; or if sent to the Company
shall be mailed, delivered, or transmitted via facsimile and confirmed to Wits
Basin Precious Minerals Inc., 900 IDS Center, 80 South 8th Street,
Minneapolis, Minnesota 55402-8773, facsimile number (612) 395-5276, or to such other address
as the Company or the Holder shall notify the other as provided in this
Section.

     

    IN
WITNESS WHEREOF, Wits Basin Precious Minerals Inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.

    


    
      
        
          	
                  WITS
      BASIN PRECIOUS MINERALS INC.

                
	 
      
	
                  By:

                	 
      
	 
      	
                  Mark
      D. Dacko

                
	 
      	
                  Chief
      Financial Officer