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):  July 3, 2009

WITS BASIN PRECIOUS MINERALS INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)

1-12401	84-1236619
(Commission File Number)	(IRS Employer Identification No.)

900 IDS Center, 80 South Eighth Street

Minneapolis, MN  55402-8773

(Address of principal executive offices) (Zip Code)

(612) 349-5277

(Registrant’s telephone number, including area code)

N/A

(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.

Effective July 3, 2009, Wits Basin Precious Minerals Inc. (the “Company”) and Hawk Uranium Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Hawk”), entered into a Letter Agreement relating to the payment by the Company of certain management services fees owed to Hawk and the extension of a promissory note issued by the Company in favor of Hawk.  H. Vance White is the Chairman of our Board of Directors and an officer and director of Hawk.

Pursuant to the Letter Agreement, the Company agreed to issue Hawk 3,218,878 unregistered shares of its common stock (the “Shares”) to satisfy in full an aggregate of $200,000 in management services fees that were payable to Hawk pursuant to the terms of certain management services agreements entered into with Hawk in August 2007 and January 2008.

Pursuant to the Letter Agreement, the parties also agreed to extend until August 31, 2009 the maturity date of that certain promissory note dated November 12, 2008 in the principal amount of $60,000 in favor of Hawk (the “Note”).  The parties further agreed to amend the terms of the Note to provide for certain accelerated payments on the Note in the event the Company raises additional financing prior to the maturity date.  In consideration of the extension to the Note, the Company issued to Hawk a five-year warrant to purchase up to 150,000 shares of common stock at an exercise price of $0.15 per share (the “Warrant”).

A copy of the Warrant and Letter Agreement are attached hereto as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1 10.1	Warrant dated July 1, 2009 in favor of Hawk Uranium Inc. Letter Agreement with Hawk Uranium Inc dated July 1, 2009.

SIGNATURES

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

	Wits Basin Precious Minerals Inc.
Date: July 9, 2009	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-4.1

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.:  HU3 Date:  July 1, 2009

This certifies that, for value received, Hawk Uranium Inc., or its successors or assigns (collectively, the “Holder”), is entitled to purchase from Wits Basin Precious Minerals Inc. (the “Corporation”), One Hundred Fifty Thousand (150,000) 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 Fifteen Cents US ($0.15) 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 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 and counsel are 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.  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 its 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 $.05 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 Corporation, 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 Corporation, 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.Piggyback Registration Rights. If at any time within two (2) years after complete exercise of this Warrant the Corporation proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will notify the Holder hereof at least twenty (20) days prior to each such filing 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 ten (10) 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). The Holder of this Warrant agrees to cooperate with the Corporation 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 Corporation to establish that the proposed sale is exempt under the 1933 Act as to any proposed distribution.

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/ Mark D. Dacko
	Mark D. Dacko
	Chief Financial Officer

EX-10.1

EXHIBIT 10.1

Wits Basin Precious Minerals Inc.

900 IDS Center

80 South 8th Street

Minneapolis MN 55402-8773

July 1, 2009

Hawk Uranium Inc.

Attn: Vance White

2500 – 120 Adelaide St. W

Toronto, ON M5H 1T1

CANADA

Re: Payment in Satisfaction of certain Management Services Agreements by and between Wits Basin Precious Minerals Inc. (“Wits Basin”) and Hawk Uranium Inc. (“Hawk”), and Extension of Promissory Note Maturity Date

Dear Vance:

Reference is made herein to (i) that certain Management Services Agreement dated August 28, 2007 by and between Wits Basin and Hawk, (ii) that certain Management Services Agreement dated January 22, 2008 by and between Wits Basin and Hawk (the agreements in (i) and (ii) collectively referred to as the “Management Services Agreements”) and (iii) that certain Promissory Note of Wits Basin dated November 12, 2008 issued in favor of Hawk in the principal amount of $60,000 (the “Note”).  All capitalized terms not defined herein shall have the meaning provided in the Management Services Agreements and Note, respectively.

Wits and Hawk agree that all amounts due and payable under the Management Services Agreements, including any interest or penalties that may have accrued thereunder, will be paid and settled in full through 3,218,878 unregistered and restricted shares of Wits Basin common stock (the “Shares”), which Shares Wits must issue and deliver to Hawk on or before the Due Date (as hereinafter defined).

With respect to the Note, the parties hereto hereby agree that upon the delivery by Wits to Hawk of the Warrant (as hereinafter defined) on or before the Due Date, the Maturity Date applicable to the Note will be extended to August 31, 2009.  Furthermore, Wits covenants with Hawk that with respect to any proceeds in excess of an aggregate of $300,000 (the “Minimum Raise”) received prior to August 31, 2009 by Wits Basin from (x) the sale of equity of Wits Basin, (y) an increase in the principal amount of any loan made by Wits Basin that is outstanding on the date hereof or (z) a loan that is made by Wits Basin that is not outstanding on the date hereof, Wits Basin shall, within two (2) business days of the close of such sale, loan or loan increase, make a payment under the Note to Hawk in an amount equal to the lesser of (i) twenty-five percent (25%) of the gross proceeds to Wits Basin from such sale, loan or loan increase in excess of the Minimum Raise and (ii) the outstanding balance of the Note; provided that, a refinancing by Wits Basin of any then currently outstanding debt (in an amount equal to or less than such outstanding debt) shall not require a payment to Hawk under this provision.  Wits Basin and Hawk agree that the consideration for the amendments to the terms of the Note shall be comprised of a cashless five-year warrant issued to Hawk to purchase 150,000 shares of Wits Basin common stock at an exercise price of $0.15 per share (the “Warrant”), which Warrant must be delivered to Hawk on or before the Due Date.

In consideration of the terms hereof, with respect to any shares of Wits Basin common stock held by Hawk (including, without limitation, shares issued hereunder and shares issuable upon exercise of the Warrant), Hawk hereby agrees to give Wits Basin at least three (3) business days prior written notice of its intent to sell such shares (each such notice being a “Sale Notice”) and provide Wits Basin a right to purchase such shares at the then-current market price.  In the event Wits Basin does not notify Hawk within three (3) business days of its receipt of notice from Hawk of Wits Basin’s intent to purchase such shares for cash from Hawk on the terms specified and complete such purchase within ten (10) calendar days of the Sale Notice, Hawk shall be entitled to proceed with the sale of the number of shares specified in the Sale Notice, provided such sale by Hawk must occur (a) within the thirty (30) days following the original notice or, (b) if Wits Basin responds to a Sale Notice by notifying Hawk of its intention to purchase the applicable shares of Wits Basin and then fails to complete such sale within ten (10) calendar days of the Sale Notice, then within the forty (40) days following the Sale Notice.

In consideration of the terms hereof, and specifically of the right extended by Hawk to Wits Basin under the preceding paragraph, Wits Basin undertakes that if Hawk provides Wits Basin and its transfer agent with required representations and documents in support of a request that any legend be removed from any certificate or instrument representing any of the securities of Wits Basin held by Hawk from time to time, it shall cause its counsel to forthwith issue an opinion to Wits Basin’s transfer agent authorizing the removal of such legend.  In addition, Wits Basin confirms that the security interest granted to Hawk under the Note, as well as the assets of Wits Basin that are subject to such security interest, have not, since the issue date of the Note, been further encumbered or modified, and until repayment of the Note (including any interest and other fees due thereon) in full, it will not enter into any agreement or take any other action that does or will give rise to a further encumbrance or modification.

Except with respect to the terms explicitly set forth herein, the terms of the Note shall continue to be in full force and effect as set forth therein.  By execution of this Agreement, Hawk represents that it has not sold or otherwise transferred its rights under the Note or Management Services Agreements to any third party.  Hawk further acknowledges and agrees that, subject to the performance of the terms hereof and with the exception of the outstanding obligations of Wits Basin under the Note, that Wits Basin and its affiliates (other than Vance White) have no indebtedness or further obligations to Hawk of any nature, whether pursuant to the Management Services Agreements or otherwise.

If the terms of this Agreement are consistent with your understanding, please execute where provided below to confirm Hawk’s acceptance of the terms hereof, and return it to Wits Basin Precious Minerals Inc. at 900 IDS Center, 80 South 8th Street, Minneapolis Minnesota 55402-8773, Attention:  Mark Dacko, or by fax to (612) 395-5276, Attention:  Mark Dacko.  Wits Basin shall deliver the Shares and Warrant to Hawk within five (5) business days of its receipt of the countersigned Letter Agreement (the fifth (5th) business day after receipt of the countersigned Letter Agreement being the “Due Date”).

The parties agree that if the Shares and Warrant are not delivered to Hawk on or before the Due Date, this Letter Agreement shall be null and void.

If you have any questions, please feel free to contact Stephen King at (678) 222-0291 or me at (612) 349-5277.   Thank you.

Sincerely,

/s/ Mark D. Dacko

Mark D. Dacko

Chief Financial Officer

Agreed as of the 1st day of July, 2009 by:

Hawk Uranium Inc.

By: /s/ H. Vance White

  Its: President