EXHIBIT
      4.1

     

    THE
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
“SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (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 COMPANY HAS BEEN
      FURNISHED WITH BOTH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND
      COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, 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. 2005-XX	 	
               Minneapolis,
                Minnesota

              November
                1,
                2005

            


    

     

    This
      certifies that, for value received, [Name], or his successors or assigns (the
      “Holder”),
      is
      entitled to purchase from Wits Basin Precious Minerals Inc., a Minnesota
      corporation (the “Company”), _________Thousand
      (X,XXX,XXX) fully paid and nonassessable shares (the “Shares”)
      of the
      Company’s Common Stock, $.01 par value (the “Common
      Stock”),
      at an
      exercise price of $X.XX per share (the “Exercise
      Price”),
      subject to adjustment as herein provided. All or any portion of this Warrant
      may
      be exercised by Holder at any time, and from time to time, from the date hereof
      until the [Years] anniversary of the date of this Warrant, 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, 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 ten (10) 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 underlying this Warrant may
      not
      be transferred, without the Holder obtaining an opinion of counsel satisfactory
      in form and substance to the Company’s counsel stating that the proposed
      transaction will not result in a prohibited transaction under the Securities
      Act
      of 1933, as amended (“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 underlying 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 requisite to assure that the par value per share of the Common
      Stock is at all times equal to or less than the effective purchase price per
      share of the Common Stock 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 $.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 $.01 per share.

     

    (b)  Adjustment
      of Number of Shares Purchasable 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, obtained by multiplying the number of shares specified in such Warrant
      (as adjusted as a result of all adjustments in the Exercise Price in effect
      prior to such adjustment) by the Exercise Price in effect prior to such
      adjustment and dividing the product so obtained by 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 purchasable 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, which notice shall state the
      adjusted Exercise Price and the increased or decreased number of shares
      purchasable upon the exercise of the Warrants, and shall set forth in reasonable
      detail the method of calculation and the facts upon which such calculation
      is
      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 consolida-tion 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
      corpora-tion, 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.  Redemption
      of Warrant.
      Upon
      not less than thirty (30) days’ written notice, at any time the average over
      twenty (20) consecutive trading days of the daily average of the high and low
      Fair Market Value of the Common Stock is at or above $0.50 per share and the
      shares of Common Stock issuable upon exercise of this Warrant have been
      registered for resale pursuant to an effective registration with the Securities
      and Exchange Commission, the Company shall have the option to redeem this
      Warrant at a redemption price of $.001 per Warrant. During such thirty (30)
      day
      period, Holder shall be entitled to exercise all or any portion of this Warrant
      in accordance with the terms of Section 1 of this Warrant. The Company shall
      deliver to the Holder within five (5) Business Days of the expiration of the
      thirty (30) day notice period the purchase price for any Warrants outstanding
      at
      the expiration of such notice period. For purposes of this Warrant, “Fair Market
      Value shall be determined as follows (as applicable): (a) if the Common Stock
      is
      traded on an exchange or is quoted on The Nasdaq National Market, Nasdaq
      SmallCap Market or the OTC Bulletin Board, then the average closing or last
      sale
      prices, respectively, reported for the date of conversion; (b) if the Common
      Stock is traded in the over-the-counter market, then the average of the closing
      bid and asked prices reported on the date of such call; (c) if the Common Stock
      is not publicly traded and there has been a bona fide sale for cash on an
      arm’s-length basis within 45 days prior to the date of such call of such Common
      Stock by the Company privately to one or more investors unaffiliated with the
      Company (a “Qualifying Sale”), then such most recent sales price; or (d) if the
      Common Stock is not publicly traded and there has been no Qualifying Sale,
      then
      fair market value of such stock will be determined by the Company’s board of
      directors, acting in good faith utilizing customary business valuation criteria
      and methodologies (without discount for lack of marketability or minority
      interest).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.  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.

     

    7.  Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Ohio.

     

    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.  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 telefaxed and confirmed to the Holder at its address set forth
      on
      the records of the Company; or if sent to the Company shall be mailed,
      delivered, or telefaxed and confirmed to Wits Basin Precious Minerals Inc.,
      900
      IDS Center, 80 South 8th
      Street,
      Minneapolis, Minnesota 55402, 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 Dacko
	 	Its
              Chief Financial Officer