8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 13, 2004

WITS BASIN PRECIOUS MINERALS INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota (State or Other Jurisdiction of Incorporation) 1-12401 (Commission File Number) 84-1236619 (IRS Employer Identification No.)

520 Marquette Avenue, Suite 900 Minneapolis, Minnesota (Address of Principal Executive Offices)   55402 (Zip Code)

612.349.5277

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2004, the Registrant entered into a short-term loan arrangement with Hawk Precious Minerals Inc. (“Hawk”) a corporation organized under the laws of the Canadian Province of Ontario (an affiliate of the Registrant) whereby the Registrant borrowed $15,000 by issuing a four-month unsecured promissory note (“Note”) to Hawk. The Note bears a 10 percent interest rate per annum. The Registrant can further borrow up to an additional $15,000 under the same terms. As consideration for the Note and any additional loans, the Registrant issued to Hawk a two-year warrant (“Warrant”) to purchase up to 30,000 shares of its common stock at a price of $1.00 per share.

The foregoing is qualified in its entirety by reference to the Note and the Warrant, which are being filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.03. Material Modifications to Rights of Security Holders.

On October 13, 2004, the Registrant’s Board of Directors (the “Board”) authorized an extension to certain previously issued warrants. In October 2003, the Registrant completed a private placement of units of its securities, each unit consisting of one share of the Registrant's common stock and a one-year warrant (“October Warrants”) to purchase one-half share of common stock at an exercise price of $0.75 per share.

Originating from the private placement, the Registrant currently has 4,704,000 October Warrants outstanding. Whereas 2,692,000 of the October Warrants would have expired on October 14, 2004, and 2,075,000 of the October Warrants would expire on October 24, 2004, the Board authorized an extension of the expiration dates of the October Warrants until October 14, 2005 and October 24, 2005, respectively.

Item 9.01.   Financial Statements and Exhibits.

(a) Not required

(b) Not required

(c) Exhibits

Exhibit	Description of Document
4.1	Form of Warrant
10.1	Promissory Note between Wits Basin Precious Minerals Inc. and Hawk Precious Minerals Inc. dated October 13, 2004.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wits Basin Precious Minerals Inc.
Date: October 15, 2004	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Document
4.1	Form of Warrant
10.1	Promissory Note between Wits Basin Precious Minerals Inc. and Hawk Precious Minerals Inc. dated October 13, 2004.

EX-4.1

                                                                     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. XXX-1                                         Minneapolis, Minnesota
                                                                October 13, 2004

      This certifies that, for value received, [NAME], or [its/his] successors
or assigns (the "Holder") is entitled to purchase from Wits Basin Precious
Minerals Inc. (the "Company") Thirty Thousand (30,000) fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), at an exercise price of $1.00 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 October 13, 2006, 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 $.05 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 $.05
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 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. Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota.

      7. 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.

      8. 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 his or
her 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., 520 Marquette Avenue, Suite 900, Minneapolis, Minnesota 55402,
facsimile number (612) 371-2077, 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

EX-10.1

                                                                    Exhibit 10.1

                                 PROMISSORY NOTE

$15,000                                                         October 13, 2004

      FOR VALUE RECEIVED, the undersigned, WITS BASIN PRECIOUS MINERALS INC., a
Minnesota corporation (the "Maker"), hereby promises to pay to the order of Hawk
Precious Minerals Inc., a corporation organized under the laws of the Canadian
Province of Ontario, or its assigns (the "Payee"), at such place as the Payee
may designate in writing, the principal sum of Fifteen Thousand Dollars
($15,000), under the terms set forth herein.

1. INTEREST. The unpaid principal balance hereof from time to time outstanding
shall bear interest from the date hereof at the rate of ten percent (10%) per
annum.

2. PAYMENT. The principal and interest hereof is payable no later than February
13, 2005.

3. OPTIONAL PREPAYMENTS. The Maker may prepay this Promissory Note, in whole or
in part, and in cash, without penalty by Maker upon ten days written notice to
Payee. Prepayments shall be applied first to accrued but unpaid interest and
then to principal.

4. APPLICABLE LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THE
PROMISSORY NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

5. WAIVERS. The Maker hereby waives presentment for payment, notice of dishonor,
protest and notice of payment and all other notices of any kind in connection
with the enforcement of this Note.

6. NO SETOFFS. The Maker shall pay principal and interest under the Note without
any deduction for any setoff or counterclaim.

7. COSTS OF COLLECTION. If this Note is not paid when due, the Maker shall pay
Payee's reasonable costs of collection, including reasonable attorney's fees.

                                       WITS BASIN PRECIOUS MINERALS INC.


                                       By /s/ Mark D. Dacko
                                          --------------------------------------
                                          Mark D. Dacko, Chief Financial Officer