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 9, 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.)

80 South Eighth Street, Suite 900

Minneapolis, MN  55402

(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:

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

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

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

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On July 9, 2009, Wits Basin Precious Minerals Inc. (the “Company”) entered into three unsecured promissory notes in the aggregate principal amount of $250,000 with unaffiliated third parties and received net proceeds of $250,000 in consideration thereof. The notes mature in 60 days and bear simple interest at three percent (3%).

The form of promissory note is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 13, 2009, the Company appointed Dr. Clyde L. Smith to serve as a member of Company’s board of directors.  Dr. Smith will continue to serve as the Company’s President.

Dr. Smith, Ph.D., P. Eng., is an experienced mining industry geologist with more than 40 years experience.  He has served as the Company’s President since September 2006. Since 1970, Dr. Smith has been sole owner and operator of CL Smith Consultants, an independent geological consulting firm.  Dr. Smith holds a B.A. from Carleton College, a M.Sc. from the University of British Columbia, and a Ph.D. from the University of Idaho.  In addition, he conducted a year of graduate studies at the University of California, Berkeley and served for several years as an Industrial Associate of the School of Earth Sciences at Stanford University.  He is listed in Who's Who in British Columbia and Who's Who in the Commonwealth.  Dr. Smith has founded or co-founded five exploration companies and is responsible for the discovery of four mineral deposits:  the Jason lead-zinc-silver deposit in the Yukon Territory, Canada; the Santa Fe gold-silver deposit in Nevada; the North Lake gold deposit in Saskatchewan; the Solidaridad gold-silver- copper deposit in Mexico.

The Company and Dr. Smith have not entered into any compensatory arrangements with respect to his services as a director.  The Company has previously disclosed, in Item 11 of the Company’s Annual Report on Form 10-K filed on April 15, 2009, its compensatory arrangements with Dr. Smith in consideration for his services as an officer of the Company.

Attached hereto as Exhibit 99.1 is a press release filed by the Company on July 13, 2009 with respect to the announcement of Dr. Smith’s appointment.

Item 9.01                      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
10.1	Form of unsecured promissory note of the Company
99.1	Press release dated July 13, 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 15, 2009	By:	/s/ Mark D. Dacko
		Mark D. Dacko
		Chief Financial Officer

EX-10.1

EXHIBIT 10.1

PROMISSORY NOTE

$	Minneapolis, Minnesota
	July 9, 2009

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 [Name], or its successors and assigns (the “Payee”), at [Address], or such other place as may be designated by the Payee, on or before September 9, 2009 (the “Maturity Date”), the principal sum of [Amount] (the “Principal”).  Simple interest shall accrue on the Principal at a rate of three percent (3%).

All payments 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’s payment obligations under this Promissory Note are unsecured.  If this Promissory 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 Promissory 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 Promissory Note except for actual payment thereof.

The terms, conditions and provisions of this Promissory 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 Promissory Note to be executed on the date first written above.

Wits Basin Precious Minerals Inc.,

a Minnesota corporation

By: Mark D. Dacko

Its: Chief Financial Officer`

EX-99.1

EXHIBIT 99.1

Wits Basin Announces Progress of Strategic Plans

for Colorado Gold Property

MINNEAPOLIS—(BUSINESS WIRE)—Wits Basin Precious Minerals Inc. (OTCBB:WITM) is pleased to provide the following update regarding the Bates Hunter Mine, a gold mine the Company owns in Central City, Colorado.

In February 2008, the Company communicated plans to consider a gold strategy. Further to that announcement, we have created a Colorado gold division named Standard Gold of which Wits Basin will be the majority shareholder.

At the Bates Hunter Mine, we have begun calculations on blocking, identifying and exploring ore and ore grades according to the NI 43-101. We are also positioned to begin due diligence in order to establish our own concentration facility on some nearby land. We intend to proceed with sample production from the property, with updates to be made as they are available.

"We've conducted both surface and underground exploration during the last two years and have now developed a fairly extensive geological picture for the area closest to the existing mine," stated Dr. Clyde L. Smith, President of Wits Basin. "Further exploration from underground is warranted and a by-product of this continued exploration and sampling will be pilot production. We are assembling the management team and plan to update the market in the near term concerning these developments."

"This first step of creating Standard Gold as a gold-only division will allow us to examine ways to further maximize shareholder value," said Wits Basin CEO Stephen D. King. "We look forward to providing additional information regarding management and operations as this division begins to actively pursue the production samples and exploration development."

Board of Directors Appointment

The company announces today the appointment of Clyde L. Smith, Ph.D., P.Eng. to the board of directors effective immediately. Dr. Smith has been working in the exploration or mining industry for more than 40 years and is an experienced mining industry geologist.

Dr. Smith holds a B.A. from Carleton College, a M.Sc. from the University of British Columbia, and a Ph.D. from the University of Idaho. In addition, he conducted a year of graduate studies at the University of California, Berkeley and served for several years as an Industrial Associate of the School of Earth Sciences at Stanford University. He is listed in Who's Who in British Columbia and Who's Who in the Commonwealth.

Dr. Smith has founded or co-founded five exploration companies and is responsible for the discovery of four mineral deposits: the Jason lead-zinc-silver deposit in the Yukon Territory, Canada; the Santa Fe gold-silver deposit in Nevada; the North Lake gold deposit in Saskatchewan; and the Solidaridad gold-silver- copper deposit in Mexico. His consulting work on the El Capitan gold deposit in New Mexico and a gold project in Nevada may result in additional discoveries; work is now ongoing on these projects.

As President of Wits Basin Precious Minerals Inc., Dr. Smith is responsible for directing our exploration efforts in South Africa, Colorado, and Mexico. Furthermore, Dr. Smith is one of the key personnel working to advance production and exploration of the joint venture iron ore mine in China, of which we hold a 50 per cent equity interest.

# # #

About Wits Basin Precious Minerals Inc.

Wits Basin is a minerals exploration and development company. We own a past producing gold mine in Colorado known as the Bates-Hunter Mine; a 35% equity interest in Kwagga Gold (Barbados) Limited, which holds rights to the FSC gold project located in South Africa; a 50% equity interest in China Global Mining Resources (BVI) which owns an iron ore mine and processing plant in China, and certain rights in the Vianey silver project in Mexico. We do not claim to have any mineral reserves at the Bates-Hunter Mine, the FSC or the Vianey properties. Our common stock trades on the Over-the-Counter Bulletin Board under the symbol "WITM." To find out more about Wits Basin Precious Minerals Inc. (OTCBB:WITM) visit our website at www.witsbasin.com. 

Forward-Looking Statements and Risk Factors

Certain statements included in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Such statements are valid only as of today, and we disclaim any obligation to update this information. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. These risks and uncertainties relate to the Company and its subsidiaries, and include, among others, the ability to obtain or maintain regulatory approvals; the ability to obtain necessary financing; and other risks and uncertainties described in the Company's filings from time to time with the Securities and Exchange Commission. The Company disclaims any obligation to update its forward-looking statements.

In addition, the exploration for and development of mineral deposits involves significant financial risks, which even experience and knowledge may not eliminate, regardless of the amount of careful evaluation applied to a process. While the discovery of a mineral deposit may result in substantial rewards, few properties are ultimately developed into producing mines. Moreover, we cannot make any estimates regarding probable reserves in connection with any of our projects and any estimates relating to possible reserves are subject to significant risks. Therefore, no assurance can be given that any size of reserves or grades of reserves will be realized. If a discovery is made, the mineral deposit discovered, assuming recoverable, may differ from the reserves already discovered and recovered by others in the same region of the planned areas of exploration. Further, the cost of exploration and exploitation can be extensive and there is no assurance that we will have the resources necessary or the financing available to pursue projects we currently hold interests in or to acquire interests in other mineral exploration projects that may become available. The risks we face are numerous and detailed information regarding these risks may be found in filings made by us with the Securities and Exchange Commission, including our most recent annual report.  

Wits Basin Precious Minerals Inc.

CEO Stephen King, 612-490-3419

Lighthouse Communications, 866-739-0390 info@lhcom.bz