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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

|1.1   | DATE                                                        | 2 
|----- | ----------------------------------------------------------- | --
|1.2   | OVERVIEW                                                    | 2 
|1.2.1 | HOLLISTER PROPERTY, NEVADA, USA                             | 6 
|1.2.2 | BURNSTONE PROPERTY,
      MPUMALANGA PROVINCE, SOUTH AFRICA | 13
|1.2.3 | ESMERALDA PROPERTY, NEVADA, USA                             | 22
|1.2.4 | GANES CREEK PROPERTY,
      ALASKA, USA                     | 24
|1.2.5 | TSETSERA PROPERTY, MOZAMBIQUE                               | 24
|1.2.6 | RUSAF
      PROPERTIES                                      | 25
|1.2.7 | INVESTMENT IN KRYSO RESOURCES PLC                           | 28
|1.2.8 | MARKET
      TRENDS                                         | 28
|1.3   | SELECTED ANNUAL INFORMATION                                 | 29
|1.4   | SUMMARY OF QUARTERLY
      RESULTS                          | 29
|1.5   | RESULTS OF OPERATIONS                                       | 30
|1.6   | LIQUIDITY                                                   | 33
|1.7   | CAPITAL RESOURCES                                           | 34
|1.8   | OFF-BALANCE SHEET
      ARRANGEMENTS                        | 34
|1.9   | CONTRACTUAL OBLIGATIONS                                     | 35
|1.10  | TRANSACTIONS WITH
      RELATED PARTIES                     | 36
|1.11  | FOURTH
      QUARTER RESULTS                                | 36
|1.12  | PROPOSED TRANSACTIONS                                       | 36
|1.13  | CRITICAL ACCOUNTING ESTIMATES                               | 37
|1.14  | ADOPTION OF NEW
      ACCOUNTING POLICIES                   | 39
|1.15  | NEW
      ACCOUNTING PRONOUNCEMENTS                         | 40
|1.16  | FINANCIAL INSTRUMENTS
      AND OTHER INSTRUMENTS           | 40
|1.17  | OTHER
      MD&A REQUIREMENTS                               | 40

1

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

|1.17.1 | INTERNATIONAL FINANCIAL REPORTING
      STANDARDS (IFRS) | 41
|------ | ---------------------------------------------------------- | --
|1.17.2 | DISCLOSURE OF OUTSTANDING SHARE
      DATA                 | 42
|1.17.3 | NON GAAP MEASURES                                          | 42
|1.17.4 | DISCLOSURE CONTROLS AND PROCEDURES                         | 43
|1.17.5 | INTERNAL CONTROL OVER FINANCIAL
      REPORTING            | 43

**1.1** Date

This Managements
  Discussion and Analysis ("MD&A") should be read in conjunction with the
  annual financial statements of Great Basin Gold Ltd. ("Great Basin", the
  "Company", or the Group) for the years ended December 31, 2009 and 2008 which
  are prepared in accordance with Canadian Generally Accepted Accounting
  Principles and are available through the internet on SEDAR at www.sedar.com. All
  dollar amounts herein are expressed in Canadian Dollars unless stated
  otherwise.

This MD&A is prepared as of March 18, 2010.

|This discussion includes certain statements
      that may be deemed "forward-looking statements" and information. These
        forward-looking statements constitute "forward-looking statements" within
        the meaning of Section 27A of the Securities Act of 1933and
          Section 21E of theSecurities Exchange Act of 1934.All
      statements in this discussion, other than statements of historical facts,
      that address future production, reserve potential, exploration drilling,
      exploitation activities and events or developments that the Company expects
      to take place in the future are forward- looking statements and information.
      Although the Company believes the expectations expressed in such forward-
      looking statements and information are based on reasonable assumptions,
      such statements are not guarantees of future performance and actual results
      or developments may differ materially from those in the forward-looking
      statements and information. Factors that could cause actual results to
      differ materially from those in forward-looking statements include market
      prices, exploitation and exploration successes, drilling and development
      results, continued availability of capital and financing and general economic,
      market or business conditions. Investors are cautioned that any such statements
      are not guarantees of future performance and actual results or developments
      may differ materially from those stated herein.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.2 Overview

Great Basin Gold Limited ("Great Basin" or the "Company") is a
mineral exploration and development Company that is currently focused on
delivering two advanced stage projects: Hollister Development Block (HDB)
Project, which covers about 5% of the Hollister Property on the Carlin Trend
in Nevada, USA and the Burnstone Gold Projectin the Witwatersrand
Goldfields in South Africa. The Company, currently recognized as an emerging
producer, will migrate to the ranks of the junior gold producers as these two
projects commence full commercial gold production.

Exploration is also being conducted at the above mentioned
properties, and other green field properties in Tanzania and Mozambique.

The impact of the global economic crisis on the availability of
capital in the equity and financial markets has required management to re-assess
the Group strategy towards the development of our advanced stage projects and
exploration of both green field and brown field projects. The value to be
unlocked by successfully delivering both advanced stage development projects and
generating positive cash flow from production was identified as the single most
important objective in the near term. In 2009, all attention was diverted
towards achieving this goal.

2

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The Company initiated a
strategy of cash preservation in late 2008 to ensure it is able to meet its
contractual obligations and preserve shareholder value. The objectives and
results include:

Objective
    CommentsContinuing with the development of our Hollister and
      Burnstone Projects to ensure that they are completed in the planned time
      frame, and within budget.
    The development schedule for both projects is
      on target. Capital and operating costs were influenced by industry
      inflation and remain well controlled due to the capital procurement and
      costs management policy followed by the Company. Refer to section 1.2.1
      and 1.2.2 for further detail on the development of our two advanced stage
      development projects.Ensuring that production targets are met to deliver the
      necessary cash flow to finance operating and development activities.
    The Hollister trial mining project delivered
      less tons and ounces than planned during 2009. Efficiencies as well as
      optimistic estimates on the time required to open up and develop the
      higher grade stopes contributed to the project not achieving its target.
      In addition to this, an unfortunate mining accident in November 2009
      resulted in the mine being closed for 3 weeks while a detailed safety
      inspection was completed. As is normal in these situations it was not only
      the time during which the mine was closed that impacted on the production
      but also the disruption in the rhythm of the operations, especially at a
      time of increasing efficiencies and activities. We are however pleased to
      report that no serious injuries resulted from the accident. Refer to
      section 1.2.1 for more detail on the trial mining activities.Improved cost management procedures.
    Aggressive cost management procedures resulted
      in significant savings in operating and capital costs. These initiatives
      will continue into 2010 where we expect to see more positive results from
      this campaign.Reducing exploration undertaken at Hollister, Burnstone,
      and our East African properties. Exploration will continue at Hollister
      but will be focused on underground exploration, in-fill and stope
      delineation drilling. Exploration drilling at Burnstone will be focused on
      underground delineation and evaluation of the initial mining areas.
    Exploration conducted at Hollister was limited
        to underground exploration and stope delineation drilling. The focus
        remains on converting resources into reserves and improving on the short
        to medium term trial mining plan. No drilling was done on the Hatter
        Graben area during the year.
      At Burnstone limited surface drilling was
        conducted as the progress made on the underground development allowed for
        more delineation drilling in the areas to be mined within the next 24
        months. Refer to section 1.2.1 and 1.2.2 for further detail on the
        exploration activities during the year.Re-planning the Tanzanian and Kurils exploration projects
      for 2009 based on the availability of funding.
    Limited activities were conducted on these
      properties during 2009 with the focus on completing the technical reports
      on the results from the 2008 exploration program. Refer to section 1.2.6
      for the results from the first phase of the exploration program.


3

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Objective
    CommentsPlacing grass roots exploration projects at Ganes Creek and
      Tsetsera on hold until such time as free cash flow is available to
      continue.
    The exploration program at Ganes Creek was
      abandoned during 2009 due to the disappointing results from the program.
      Limited work was conducted at Tsetsera (Mozambique), and a technical
      report was received on the 2008 drilling at Kurils (east Russia). Work
      programs for 2010 are currently being evaluated.


Refurbishment of the Esmeralda mill commenced in March 2009 and
Phase 1 of the refurbishment project was successfully commissioned in September
2009. Phase 2 of the project, which consists of the installation of a Gekko
float, gravity, intensive leach and electrowinning circuit, had to be postponed
because of additional requirements for the installation of the electrowinning
system to be in compliance with mercury emissions permitting. A project was
initiated in October 2009 to optimize the current milling circuit and increase
throughput capacity to 350 tons per day for material with a metal content in
excess of 1 Au eqv oz per ton (34.3 g/t). The project entails modifications to
the grinding, leach and elution circuits. Mill throughput is steadily
increasing, and it is expected by March 31, 2010 that the targeted rate of 350
tons per day will be achieved.

Great Basins projected capital expenditures to complete the
Burnstone Project and the uncertainty in global debt markets in early 2009,
required the Company to raise additional capital in the equity markets. In March
2009, $149.5 million (gross) was raised through a public offering with the
proceeds to partially fund the completion of the Burnstone Project development.
Raising the equity portion was a prerequisite for the facility (the facility)
that was being negotiated to fund the remainder of the project. At the end of
September 2009, the facility agreement was not yet closed. Due to the extended
time it had taken to finalize the facility as well as the costs and constraints,
including high up-front equity contributions and complex associated hedging
structures, the Company had no alternative but to evaluate alternative funding
options to delivery of the Burnstone Project by June 30, 2010, which remains a
key strategic objective. On October 29, 2009, the Company announced that it
entered into an agreement with a syndicate of lenders to raise $126.5 million
(gross) from the sale of unsecured convertible debentures on a bought deal
basis. The transaction was successfully closed in November 2009, thereby
completing the funding requirements to complete the project.

The Companys achievements in the year ended December 31, 2009
include:

Hollister Property

- Extracted 70,563 tons of ore at an average grade of 1.151gold
      equivalent ounces (Au eqv oz) per ton (39.4 g/t) from trial mining activities.
- Toll treated 35,916 tons of ore and thereby advanced metallurgical test
      work.
- Completed phase 1 of the refurbishment project of the Esmeralda mill acquired
      in December 2008.
- Advanced underground development by a total of 10,312 ft (3,125 m), of
      which 3,346 ft (1,014 m) was directed at exposing the veins.
- Completed a total of 69,655 ft (21,111 m) of underground exploration and
      infill and 29,488 feet (8,934 m) stope delineation diamond drilling during
      2009.

_______________________________________1Gold
equivalent was calculated using US$800/oz for Au and US$12/oz per Ag.

4

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|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

- Successfully reduced cash production costs2(excluding haulage
  and milling) by 3%, from US$435 in 2008 to US$423 per ton in 2009.
- Accumulated a total of 41,683 tons, containing an estimated 41,446 Au eqv
      oz, in a surface stockpile at December 31, 2009.
- An updated mineral resource estimate, based on drilling to March 31, 2009,
  was completed in June 2009.

Burnstone Property

- Intersected Kimberley Reef in and subsequently exposed in excess of 3,300
  ft (1,000 m) of the reef.
- Completed approximately 8,174 ft (2,477 m) of the planned 9,085 ft (2,753
  m) of decline development to December 31, 2009.
- Commenced long hole stoping trials.
- Obtained a commitment from Eskom to supply power to the project in line
  with the requirement during the build-up phase.
- Excavated the vertical shaft to a depth of 1,485 ft (450 m) at the end of
  December 2009 and completed development of infrastructure on 40 level.
- Completed design work on metallurgical plant and commenced construction in
  October 2009.
- Updated the mineral resource estimate in September 2009 (based on drilling
  to July 31, 2009) and completed a technical report.

Corporate

- Successfully completed a $149,5 million public equity unit offering in
  March 2009 with the proceeds used to partially fund the Burnstone project.
- Successfully completed a $126,5 million 8% Unsecured Convertible Debenture
  offering in November 2009 to replace the Burnstone project finance facility.

Exploration

- Received initial reports from the drilling programs undertaken during 2008
  at the Nkuluwesi, Imweru and Lubando prospects in Tanzania. Initial resource
  estimates have been received
- Terminated the earn-in agreement on the Ganes Creek property in Alaska. The
  site was vacated and rehabilitated.
- Received an initial geological model for the 33 hole diamond drilling
  program undertaken in 2008 in the Kurils, eastern Russia. A report on initial
  resources estimates has been received.

___________________________________2Cash
production cost is a non-GAAP measure and is calculated by deducting
depreciation from production costs (refer to section 1.17.3)

5

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

- Received a geological assessment on the Tsetsera Project, Mozambique. The
    property Joint Venture agreement has been continued, and the property licence
    renewed.

2010 will be very significant in the life of the Company as it
is the year we plan to achieve commercial production at Burnstone and also
return positive cash flow from operations. Key objectives for the year
include:

Hollister Property

- Recovering 135,000Au eqv ounces through the Esmeralda mill as well as other
  metallurgical facilities at a targeted cash production cost of $470 per Au eqv
  oz.
- Completing optimization of Esmeralda mill and installation of the Gekko
  float and gravity circuit.
- Progressing with the Environmental Impact Statement (EIS) process
- Completing the West Alimak raise
- Providing a reserve and resource update in third quarter 2010

Burnstone Property

- Commissioning of winders in April 2010
- Completing Phase I of Eskom power on site in June 2010
- Commissioning of vertical shaft at the end of June 2010
- Commissioning of metallurgical plant at the end of June 2010
- Recovering 60,000 Au ounces at a targeted cash production cost of US$495
  per ounce by year end.
- Providing a reserve and resource update in third quarter 2010

We are confident that the objectives and milestone listed above
will be delivered as we have the management practices and teams in place that
possess the skills, experience and passion to unlock the value for our
shareholders.

1.2.1 Hollister Property, Nevada, USA

The Hollister Property is located in the northeastern part of
the Carlin Trend, approximately 80 km (50 mi) from Elko, Nevada. Great Basins
exploration efforts at Hollister from 1997-2001 resulted in the discovery and
delineation of several high-grade gold-silver vein systems on the HDB. The main
vein systems are called Clementine, Gwenivere and South Gwenivere.

Permitting

The EIS process for the Hollister Project is currently underway
by the Bureau of Land Management (BLM). Pending the completion of the EIS
process and receiving the BLM approval of the amended Plan of Operations, the
underground exploration and development activities at the Hollister Property
must be conducted within the 275,000 ore tons per year limit set out in the
Water Pollution Control Permit (WPCP) issued by the Nevada Department of
Environmental Protection (NDEP) in 2008. Operations must be carried out in a
manner that aims to fully protect the environment and archaeological
resources near the development and that
will not create any additional surface disturbance or new environmental
impacts.

6

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|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Great Basin Resource Watch (GBRW) filed an appeal with the
Nevada State Environmental Commission (the NSEC) challenging the NDEPs
issuance of the WPCP. After a number of meetings between the Company, GBRW and
NDEP, GBRW agreed to withdraw its appeal of the WPCP in May 2009. It was agreed
between the parties that the Company will install equipment to monitor the water
quality in and around the waste rock facility at the Hollister project, and that
the data from these sites will ultimately form an integral part of the EIS
process for the Hollister Project.

The publication of the Notice of Intent (NOI) by the BLM is
currently pending. The NOI was forwarded to the Department of the Interior in
Washington DC on January 7, 2010 to complete an eight step approval process
prior to being sent to the Federal register for publication.

Parallel to the publication process, the Company has embarked
on a number of activities to support the EIS. The third party contractor was
appointed and has been meeting regularly with management and the BLM EIS
Interdisciplinary Team to streamline the EIS process. An EIS Preparation Plan
has been completed along with Chapter 1 of the draft EIS. A draft hydrological
modeling protocol has been submitted and approved by the BLM. A cultural
literature search to review all survey information and reports that exist for
the Tosawihi district has been initiated. In addition, the Elko County
Commissioners voted to be a cooperating agency on the development of the EIS.

On October 14, 2009, the Company announced that the BLM
approved an amendment to the Plan of Operation to construct a second Alimak
raise to surface at the western end of the Projects underground workings. The
first Alimak raise on the eastern section of the mine was completed in 2008. The
raise will be excavated from the underground workings up to the surface. The
surface footprint will be minimized to the size of a small exploration drill
site in consideration of the cultural sensitivity of the surface lands in the
vicinity of the Hollister Project. The Alimak raise provides an alternative
point of egress from the underground workings thereby assuring the safety and
continued well being of the Companys employees. This raise will also increase
ventilation in the western section of the mine allowing for further exploration
of the newly discovered Gloria vein system as well as further trial mining
activities.

The Company received a government complaint that it has
disturbed certain surface areas in the Hollister Project vicinity contrary to
the US federal "Archaeological Resources Protection Act" (ARPA)and as
a result may be responsible for a damage assessment.The Company, after
detailed discussions with representatives of the Solicitors Office, the Bureau
of Land Management, and the Attorney Generals office, has reached a favorable
settlement-in-principle regarding to the pending ARPA allegations, subject to
final approval from the United States Department of Interior and United States
Department of Justice.

Trial stoping and milling

Although the results from the continued trial mining remain
positive and provide valuable information for optimizing the extraction of the
narrow veins, the lower than planned ore tons extracted for the year (70,562
actual vs. 109,645 planned) necessitated certain changes to management, team
composition and mining techniques to improve on efficiencies. Development of the
high grade trial stopes took longer than originally planned. In addition, a
safety incident during November 2009 resulted in the closure of the mine for 3
weeks while the safety inspection was conducted by the Department of Mine Safety
and Health Administration (MSHA). Fortunately, the incident did not result in
serious injury. Management has since worked closely with MSHA and has mitigated
the safety risks that were identified during the safety inspection.

7

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Management has estimated that
  this accident caused (direct and indirect) the loss of approximately 15,000 Au
  eqv oz. Only 16,000 tons was extracted during the fourth quarter of 2009 of
  which 7,542 ore tons was extracted in December 2009. Ore tons are steadily
  increasing with 9,850 tons extracted in January 2010. The average grade of 1.15
  Au eqv oz achieved for the year is also less than the planned grade of 1.22 Au
  eqv oz, as a result of a delay in accessing planned higher grade stopes. A
  positive development has been the increase in grade in Q4 to 1.23 Au eqv oz per
  ton from the 0.99 Au eqv oz per ton achieved in the second and third quarters
  (Q2 and Q3) of 2009. Grades in excess of 1.10 Au eqv oz per ton continued into
  the 2010 trial stopes.  Average cash production costs (excluding haulage and milling)
for the year decreased by 3% from US$435 in 2008 to US$423 per ton in 2009. On a
contained Au equivalent basis, cash production costs (excluding haulage and
milling) increased by 35% from US$272 per ounce in 2008 to US$367 per ounce in
2009. The 2008 cost per ounce was influenced by the extraction grade of 1.6 Au
eqv oz for the year while the lower than planned production from trial mining in
2009 had a negative impact on the per ounce unit costs.

Volume of production has a significant impact on the unit costs
for the Hollister operation because of the relatively small size of the
operation. Fixed costs represent in excess of 55% of total costs.

As of December 31, 2009, a total of 41,683 tons, containing an
estimated 41,446 Au eqv oz, had been accumulated on a surface stockpile.

The ore purchase agreement entered into in November 2008 with
Newmont Mining Company (Newmont) and its Midas mill was concluded with the
delivery of the final 3,040 tons under the agreement in January 2009. In total,
15,115 ore tons were sold to Newmont under this agreement and 22,852 gold
equivalent ounces were recovered.

During November 2008, 4,695 dry tons had been shipped to
Kinross Gold Corporations (Kinross) Republic mill for metallurgical testing.
During February 2009, it became evident that the circuit at the Kinross mill is
not well suited for Hollister ore as the crushing and blending of this material
will take months to complete, primarily because of its high metal content. An
ore purchase agreement was reached with Kinross and as a result, US$6.7 million
in net revenue from 11,003 gold equivalent ounces was recognized from this
agreement after the 30% of the metal value retained by Kinross as charges for
toll milling. Milling charges amounted to US$260 per Au equivalent ounce under
this agreement.

In March 2009, a toll milling agreement was concluded with
Newmont to utilize its Midas mill to treat stock pile material, thereby
releasing working capital. A total of 27,860 tons were delivered under the
agreement. 24,824 Au equivalent ounces were recovered, resulting in a recovered
grade of 0.90 Au equivalent ounces per ton (32.37 g/t). Milling charges were
based on an average metal retention of 20%, resulting in a cost of US$190 per Au
equivalent ounce.

At capacity, the Esmeralda mill will be able to treat all
production from the trial mining activities at Hollister. Management is,
however, investigating alternative milling options to reduce the size of the
stock pile and unlock the working capital invested in extracting the ore.

Development

A total of 1,440 ft (436 m) of development was completed during
Q4 2009, which brought the total for the year to 10,312 ft (3,125 m). 6,966 ft
(2,111 m) of waste development was completed, directed at accessing the
different veins at various levels in the mine, 3,346 ft (1,014 m) was on-vein
development.

Mineral Resources

An updated estimate of the mineral resources at Hollister was
announced during June 2009.

8

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Overall the contained Au
equivalent ounces have increased by 27% to 2.9 million from the 2.3 million in
the previous estimate issued June 20081. At a cut-off grade of 0.25 Au oz/ton
(8.57 g/t Au), the combined measured and indicated mineral resources contain
1.45 million Au equivalent ounces grading 1.167 oz/ton (40 g/t) for gold and
8.59 oz/ton (295 g/t) for silver. A further 1.43 million Au equivalent ounces
are contained in inferred mineral resources of 1.03 million tons at a grade of
1.340 oz/ton (45.95 g/t) for gold and 2.72 oz/ton (93 g/t) for silver. Au
equivalent ounces in the estimated inferred resources increased 111% from June
2008.

The resource estimate has benefited significantly from over
nine months of trial mining, which generated data from channel sampling and
delineation drilling for stope development. As a result of the integration of
empirical data from geological observations and ore control sampling into the
vein model, more stringent parameters have been applied to measured and
indicated classifications. In addition, 161 additional boreholes (totaling
51,430 feet) completed in the period from April 2008 to March 31, 2009 were
integrated into the model. The drilling program, mostly conducted from
underground, has provided infill data to delineate stopes for trial mining, and
significantly improved our understanding of the lateral and vertical geological
continuity of the vein systems. The resource estimate reflects depletion of
material mined in 2008 and 2009 (up to March 31 2009), totaling 103,746 Au
equivalent ounces at an average grade of 1.55 oz/ton.

|Cautionary Note
      to. Investors Concerning Estimates of Measured and Indicated
  Resources                                                                                                                                                                                                                                                                                                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This management discussion and analysis
      uses the term measured resources and indicated resources. The Company
      advises investors that while those terms are recognized and required by
      Canadian regulations, the U.S. Securities and Exchange Commission does not
      recognize them. Investors are cautioned not to assume that any
      part or all of mineral deposits in these categories will ever be
      converted into reserves.

Results of the resource estimate based on all drilling and ore
control channel sampling to March 31, 2009 are tabulated below.

ResourceCategory
    Cut-offoz/ton
    Tons
    Tonnes
    Au oz/ton
    Au g/t
    Contained Au oz2
    Ag oz/ton
    Agg/t
    Contained Ag oz2
    Contained Au eq
      oz1Measured
    0.25
    199,300
    180,800
    1.895
    64.98
    377,700
    29.02
    994.8
    5,782,800
    468,100Indicated
    0.25
    911,900
    827,200
    1.008
    34.54
    918,700
    4.13
    141.5
    3,763,300
    977,500Total Measured &
      Indicated
    0.25
    1,111,200
    1,008,000
    1.167
    40.00
    1,296,400
    8.59
    294.6
    9,546,100
    1,445,600


|Cautionary Note to
      Investors Concerning Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This management discussion and analysis
      uses the term inferred resources. The Company advises investors that
      while this term is recognized and required by Canadian regulations, the
      U.S. Securities and Exchange Commission does not recognize it. Inferred
      resources have a great amount of uncertainty as to their existence, and
      as to their economic and legal feasibility. It cannot be assumed that all
      or any part of a mineral resource will ever be upgraded to a higher
      category. Under Canadian rules, estimates of Inferred Mineral Resources
      may not form the basis of economic studies, except in rare cases. Investors are cautioned not to assume that any part or all of an
        inferred resource exists, or is economically or legally
      mineable.

Resource Category
    Cut-off oz/ton
    Tons
    Tonnes
    Auoz/ton
    Aug/t
    Contained Au oz2
    Ag oz/ton
    Ag g/t
    Contained Ag oz2
    Contained Au eq oz1Inferred
    0.25
    1,035,300
    939,200
    1.340
    45.95
    1,387,500
    2.72
    93.2
    2,815,400
    1,431,500


1Gold equivalent ounces (Au
eq oz) were calculated by using US$800/oz for Au and US$12.5/oz for Ag.
2Metallurgical recoveries are not applied to resource values.
Contained metal estimates assume 100% recoveries. Some figures may not add due
to rounding.

The estimates were completed by Dale Richards, Pr.Sci.Nat., the
Companys Group Mineral Resource Geologist, under the supervisions of Phil
Bentley, Pr.Sci.Nat., Great Basins Vice President: Geology & Exploration,
who is the Qualified Person as defined by Canadian Securities Regulations in
National Instrument 43-101 for the estimate.

9

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|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

A technical report was
  completed in October 2009 and filed on www.sedar.com.

The total estimated measured and indicated mineral resources
  prior to the depletion from trial mining was 1.549 million Au equivalent ounces
  and is comparable with the 1.569 million Au equivalent ounces grading 0.87
  oz/ton (29.71 g/t) Au and 4.57 oz/ton (156.68 g/t) Ag at a 0.25 oz/ton cut-off
  announced in June 2008.

There are internal differences between the 2009 and 2008
estimates, which are mainly related to modifications to resource estimation
procedures described below:

- Empirical geological measurements have confirmed the previous model
  slightly over estimated the width of the veins, hence, tons were over
  estimated but, at the same time, grade was under estimated. The current
  estimate utilizes an improved method for modeling the veins (a mathematical
  algorithm with a minimum tolerance of a 6 inch vein width) and, coupled with a
  partial percentage estimate, has led to a higher accuracy in estimating the
  volume from the wire- frame model of the veins;
- Grade interpolation within the vein wire-frames was done using Inverse
  Distance Squared statistics in the current estimate (instead of Ordinary
  Kriging geo-statistics);
- Search radii utilized to categorize the confidence of grades within the
  vein wire-frames were decreased (100 ft/30 m for measured and 280 ft/85 m for
  indicated) and the average distance of informing samples was introduced, which
  increased the stringency for the measured and indicated categories; and
- The minimum number of samples to inform a given block was increased to 3
  (compared to 2 in the previous estimate).

Total vein drill interceptsVein widths
    % Distribution0  2,5 ft
    43%2.6  5.0 ft
    26%> - 5.0 ft
    31%


The outcome of these changes is a more conservative approach to
resource classification that more closely reflects what is observed empirically
underground. Consequently, the tonnage in the measured category has decreased
but grade has increased. Tonnage in the indicated category has increased because
of reclassification and tonnage in the inferred category has increased as a
result of re-classification and additional drilling testing the extent of
mineralization.

As the mine development progresses, evaluation and upgrade of
the mineral resources from the inferred and indicated categories to a measured
category will provide data to assess the potential for reducing the cut-off
grade. Also, the current testing of various mining technologies may reduce
stoping costs, and expand the opportunity to exploit certain narrow veins that
would otherwise not be considered in the mine plan. Employing a lower cut-off
grade would allow lower grade material in the indicated category to be included
in the resource.

The depth extent of the vein system is yet to be fully
established. Therefore, to be conservative, inferred resources have been
constrained to a depth of approximately 1,200 ft (380 m) below surface. Certain
areas of previous indicated resources have also been re-categorized into
inferred because of lesser density of sampling data. Inferred resource grades
have increased from 0.510 oz/ton to 1.34 oz/ton Au and 1.43 oz/ton to 2.72
oz/ton Ag because of the localized extrapolation of well defined areas of higher
grade material in the measured and indicated categories. There is a noticeable
decrease in Ag grades from measured to inferred
categories, which reflects the occurrence of the Agselenide naumanite in the
well drilled and sampled high grade shoots as opposed to lesser borehole data in
the inferred zones. The lack of sample density in the inferred material
underpins the lower confidence in the resources in this category.

10

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Mineral Reserves

Mineral reserves are determined
  using a cut-off grade of 0.33 oz/ton Au (11.3 g/t). The portion of the mineral
  resources that were included in the mine plan were modified based on mining
  dilution (minimum mining width 42), mining gold losses (6%), metallurgical
  recovery (90%) and royalties (2.5%) to the equivalent of proven and probable
  reserves disclosed in the table below:

Proven and Probable Reserves as
      of February 2009Reservecategory
    Cut-off(1)
      oz/ton
    Tons
    Au Grade(oz/ton)
    Ag Grade (oz/ton)
    Au (oz)
    Ag(oz)
    Au Eqvt(2)(oz)Proven
    0.33
    109,600
    1.107
    7.77
    121,348
    851,946
    134,100Probable
    0.33
    1,124,700
    0.818
    3.98
    920,475
    4,479,868
    987,700Total
    0.33
    1,234,300
    0.844
    4.32
    1,041,823
    5,331,814
    1,121,800


| | (1) | The cut-off grade for reserves was calculated using the
      direct operating cost achieved during steady state production, excluding
      taxes and contingencies.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Gold equivalent was calculated using US$800/oz for Au and
      US$12/oz for Ag.                                                                                     

Proven reserves were classified according to mine
infrastructure and current access as the economically mineable part of the
measured resources that were expected to be mined during 2009. The remainder of
the economically mineable part of the measured and indicated resources were
classified as probable reserves, and according to the mine plan are expected to
be extracted over the next eight years. The proven and probable reserves have
been determined in accordance with Canadian regulations under NI 43-101. The
lower than planned ounces extracted during 2009 was a result of the slower
tonnage build-up during the year as well as the loss in production during
November 2009 as a result of the accident. The estimate made of proved resources
therefore remains appropriate.

|Cautionary Note to
      U.S. Investors Concerning Reserve Calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The mineral reserve estimates contained in
      this management discussion and analysis have been calculated in accordance
      with NI 43-101, as required by Canadian securities regulatory authorities.
      For United States reporting purposes, SEC Industry Guide 7 (under the
      United States Securities Exchange Act of 1934 (the Exchange Act)), as
      interpreted by Staff of the SEC, applies different standards in order to
      classify mineralization as a reserve. As a result, the definitions of
      proven and probable reserves used in NI 43-101 differ from the definitions
      in the SEC Industry Guide 7. Under SEC standards, mineralization may not
      be classified as a "reserve" unless the determination has been made that
      the mineralization could be economically and legally produced or extracted
      at the time the reserve determination is made. Among other things, all
      necessary permits would be required to be in hand or issuance imminent in
      order to classify mineralized material as reserves under the SEC
      standards. Accordingly, mineral reserve estimates contained herein do not
      qualify as reserves under SEC standards.

Underground Drilling

Underground drilling is an important phase of evaluation,
enabling more detailed delineation of vein mineralization. The updated vein
model recognizes 19 discrete veins constituting the Gwenivere and Clementine
systems. Drilling on both the Clementine and the Gwenivere veins has revealed
complex structural controls to the mineralization. The geological continuity of
the Clementine vein system has now been extended to nearly 2,800 ft (854 m) from
the previous drill-outlined strike, and the Gwenivere system has been found to
coalesce with the Clementine system with a noticeable thickening of the vein
package. Both systems are open at depth and to the east and west.

Underground diamond drilling during 2009 totaled 99,143 ft
(30,043 m) and included systematic cover drilling to delineate economic areas
(29,488 ft; 8,934 m) as well as exploration and infill drilling along strike and
at depth totaling 69,655 ft (21,108 m).

11

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

*Surface
Exploration*

Limited surface exploration was conducted during 2009, in-line
  with the Companys strategy to allocate available cash resources to the
  completion of its development projects. A geotechnical borehole (1,779 ft; 545
  m) was completed during the year for rock strength testing for the planned west
  Alimac raise.

During 2009, all available geophysical and geological exploration
  data was collated, reviewed and is still in the process of being reinterpreted.
  Further detailed (600 ft centers) ground gravity surveying was completed, and a
  reassessment of basement structures completed. Multi-element geochemistry data
  is being integrated with the structural and geophysical interpretations. This
  work is really opening up the understanding of the plumbing system that hosts
  the Hollister gold mineralization and, with it, increasing the prospectivity of
  the HDB and surrounding mineral targets.

Corporate Social Responsibility

Many Western Shoshone, the local indigenous group, have used
the Rock Creek area for over 700 years for traditional uses. Recognizing their
cultural importance, Great Basin purchased the lands to preserve them as part of
the Companys philosophy recognizing our Corporate Social Responsibility to the
communities in which we operate. The purchase will safeguard the lands from
mineral or other development and allow Western Shoshone people to continue to
have access to them for traditional uses. The Company proposes to donate both
the surface and the mineral estates on these lands for the benefit of the five
Federally-recognized Nevada Western Shoshone Tribes. The ultimate disposition of
the lands will be determined during consultation between the BLM and the
Tribes.

The Company is discussing a management agreement with BLM to
ensure the lands are managed appropriately prior to transfer. The Company
proposes to maintain the roads until the transfer to allow Western Shoshone
tribal members unrestricted access to the traditional cultural property
throughout the year. It also expects the management agreement to address
protection of aquatic, avian, and terrestrial wildlife habitats along the Rock
Creek drainage and preservation of the scenic values associated with Rock Creek
Canyon.

Finally, in establishing the Rock Creek Conservancy Fund, Great
Basin has created a resource that the Western Shoshone Tribes can use in the
future for managing the Rock Creek lands. The Company has committed US$122,500
as seed capital to the Rock Creek Conservancy Fund.

Plans for fiscal 2010

The Company plans to continue its trial mining (ore removal and
test-processing) activities at the HDB within the allowable ore tonnage
authorizations of its existing permits. Using the existing infrastructure, the
planned 2010 underground bulk sampling program will develop approximately
233,000 tons of rock (both waste and ore), similar to the volume of rock
developed and removed from the underground workings in 2009. Management
anticipates that the planned 2010 activities could result in the extraction of
approximately 103,000 tons of ore containing an estimated 120,000 Au eqv oz.
This ore will be processed off-site in accordance with the Water Pollution
Control Permit to determine its metallurgical characteristics. The Company
intends to make use of the recently refurbished Esmeralda Mill as well as other
metallurgical facilities to process the ore currently stockpiled as well as the
ore to be extracted during 2010. The stockpile contains an estimated 41,446 Au
eqv oz and applying a recovery factor of 88% will result in an estimated 36,500
Au eqv ounces to be recovered from processing the stockpile. The Company expects
to recover an estimated 135,000 Au eqv oz in 2010.

12

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

A key objective of the test
mining and processing activities during 2010 will be to reduce the cost of these
activities. Management has targeted cash costs (inclusive of milling and
haulage) of US$470 per Au eqv ounce for the year.

Underground exploration drilling in 2010 will primarily focus
on testing the depth, west and northern extensions of the vein systems.
Cross-cuts to the north are planned to provide systematic drill platforms which
will enable testing the system at depth. Current interpretation of the base of
the Clementine vein system on the Hollister property is approximately 4,900 ft.
The Gwenivere system is still open at depth. During 2009, a new vein system
called Gloria was discovered northwest of the Clementine vein system. This
target and others to the north of the current workings will be further tested
during 2010 as development providing appropriate drill platforms is
completed.

The Company will also continue working on preparation of the
required Environmental Impact Statement for the Hollister Project and will
continue to refine its resource estimates. The current resource estimates will
be reviewed in the next few months incorporating additional borehole and
underground sampling as well as using a variety of estimation techniques. The
base of the mineral system remains geologically unconstrained and is an
important exploration target.

1.2.2 Burnstone Property, Mpumalanga Province, South
Africa

The Burnstone Property is in the South Rand area of the
Witwatersrand goldfield, located approximately 50 mi (80 km) southeast of
Johannesburg and near the town of Balfour. The property lies in open, rolling
countryside that has excellent infrastructure, including paved highways,
railroads and power lines. The project has received all of the required permits
to complete the development of the mine and commence commercial production.

Permitting

On February 17, 2009, Southgold (100% subsidiary of the
Company) was officially awarded the right to mine for gold, silver and aggregate
in the Burnstone mining area for a period of 18 years from date of execution of
the mining right, as well as renewal rights.

Underground Development and production build-up

The first of a two-stage underground access development program
began in July 2006. Development and construction programs are ongoing and at
December 31, 2009 approximately 8,174 ft (2,477 m) of the planned 9,085 ft
(2,753 m) of decline development was completed. The completion of the remaining
881 ft (267 m) to reach the vertical shaft is scheduled for Q2 2010, in-line
with the completion of the vertical shaft project. Once completed, ore and waste
will be trucked down the decline and hoisted through the vertical shaft which
will have a significant impact on efficiencies and haulage costs because of the
reduced hauling distances. Ore and waste are currently hauled to surface through
the decline.

Since the first reef intersection, 1,528 ft (463 m) of ore
development has been completed in Block B up to December 31, 2009, exposing in
excess of 3,300 ft (1,000 m) of the Kimberley Reef. Initial reef exposure
indicated a competent hanging wall with chloritoid shale in the foot wall. Stope
development in Block B is underway in-line with the projected production
build-up. The breakaway out of the main decline to Block C has advanced to 736
ft (223 m) at December 31, 2009. This breakaway intersected the Reef on February
4, 2010 and ore development commenced. To date, over 1,600 channel samples have
been taken on Kimberley Reef exposures, and a more detailed understanding of the
geological controls and sedimentology of the Reef is evolving. Reef exposures
indicate channel widths are significantly increasing towards the south-west (60
-180 cm) with Au content ranging between 360 - 600 cmg/t.

13

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Development of the main
  decline, the breakaway to Block C as well as the ore development in Block C has
  been contracted to Grinaker LTA to allow mine management to focus on the ore
  development and mining in Block B. Increasing the capacity of development will
  positively impact on stopes available for mining later on in 2010.

Establishing adequate ventilation to the planned production and
  development areas remains a key objective. The third leg of the ventilation
  raise in the main decline was commissioned during the first quarter (Q1) of
  2009. Development of the return airway (RAW) has advanced to 1,620 ft (491 m).
  Adequate ventilation is provided through the RAW and completed ventilation
  raises for the production build-up in the first half of 2010. Raiseboring the
  main ventilation shaft that will provide adequate ventilation during the first 3
  years of mining commenced in Q3 2009. This 1,013 ft (305 m), 17 ft (5.1 m)
  diameter ventilation raise will act as the main air intake for the Blocks B and
  C mine areas. The project completion is scheduled for Q2 2010.

Mining method

The Company has started the first tests of its Long Hole
Stoping (LHS) project; the trials are currently planned to continue for a
period of nine to twelve months. LHS, which involves a higher degree of
mechanization, could, if implemented successfully, result in the mining of fewer
ore tons at a higher recovery grade, with safer and better mining efficiencies.
This could favourably impact the cash cost per ounce measures of the operation.
Cash cost per ton should remain the same. The equipment needed for the trial
stoping is already on site, crews trained and testing of the equipment and its
capabilities successfully completed. Turgis Consulting has been appointed to
independently review the results of the trial stopes to ensure timely and
accurate decision making. In order to maximise the synergies, Blocks B and C
will also be developed with mechanised low profile equipment to increase the
rate at which stoping areas can be opened up; this approach can add flexibility
and a smooth transition to hybrid mining should LHS prove not to be successful.

The first trial stope of just over 1,000 m2has been
completed and the second stope trial is underway. Accurate drilling and blasting
controls has resulted in a very smooth stable hanging wall and well controlled
stoping width with a good footwall contact on these initial stopes.

Vertical shaft

The vertical shaft is intended primarily for rock hoisting, but
will also be equipped for the movement of men and equipment. For this purpose,
two winders will be installed. The shaft will be sunk to a depth of 1,600 ft
(485 m) at shaft bottom. On completion, the shaft will have a design hoisting
capacity of 220,000 tons per month with 175,000 tons of ore.

14

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    



Figure 1: General Vertical Shaft Arrangement

The contract to sink and equip the vertical shaft was awarded
to Grinaker  LTA Mining, a business unit of Aveng (Africa) Ltd. After
completion of a successful pre-sink stage to 541 ft (164 m) in 2008, the
permanent headgear was installed in Q1 2009 as well as the change  over of
temporary sinking winder arrangements. The main sink stage then commenced during
Q1 2009. Sinking progressed to the 40 level, 1,312 ft (400 m) below collar, in
Q3 where vertical advance was halted while lateral development was completed.
This development included the first of a series of ore passes and settler dams
required to enable utilization of the vertical shaft for rock hoisting. The main
decline will be linked with the shaft infrastructure on 40 level. (See figure 2)



Figure 2: Schematic depiction of 40 level development

15

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The initial development on 40 level was completed in Q4 2009
and shaft sinking continued to 41 level some 1,460 ft (445 m) below collar. Once
again vertical advance was halted to complete the lateral development on this
level. This level will contain the bottom end of the settler dam, ore pass and
clearwater dam.



Figure 3: Schematic depiction of 41 level development

On completion of the critical infrastructure of 40 and 41
levels, development of the shaft to shaft bottom will be completed, and
equipping of the shaft will commence.

The refurbishment of the 2 permanent winders continued
simultaneously with shaft sinking. The refurbishment process is 95% complete and
delivery of the winders and related components is planned for March 2010.
Construction of the winder house commenced in November 2009 and was completed in
February 2010 in time to accommodate the installation of the permanent winders.
The change over from the temporary winders is planned to coincide with the
commissioning of the shaft.

The vertical shaft project remains on schedule and within the
budget with $36 million being spent up to December 31, 2009 on this project. A
further $14 million is forecasted to be spent in 2010 to complete the shaft
infrastructure, related underground development and commissioning.

The Vertical Shaft Project is expected to be commissioned for
rock hoisting during the second quarter of 2010 with final infrastructure and
underground development to be completed in the second half of 2010.

Metallurgical plant

The metallurgical plant for the Burnstone Mine was designed to
Feasibility Study level by MDM Engineering, and published as part of the final
technical report on the feasibility study. The plant was initially designed for
a production rate of 125,000 tonnes per month. This initial design was then
increased with a further 50,000 tonnes per month to 175,000 tonnes per month
capacity in-line with the production profile of the mine.

An ex-works plant, as per the specifications from the
feasibility study, was purchased in 2007 and delivered on site in 2008. The lead
times and cost involved in procuring new mills was the main driver in acquiring
this plant.

A metallurgical update to the June 2007 Optimized Feasibility
Study was completed in Q2 2009. This update included finalizing the Process Flow
Design and Plant Layout for a Carbon-in-Leach process as well as detailed
engineering and design. TWP Engineering (TWP) will be delivering the plant as
they have been contracted in July 2009 to manage an engineering, procurement and
construction management contract on behalf of the Company.

16

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    



Figure 4: Graphic Depiction of the Metallurgical Plant

The second hand mills that have been acquired were subjected to
non-destructive testing and technical inspection to determine the level of
refurbishment required. The mills were found to be in a sound condition and the
refurbishment contract was awarded to F.L. Schmidt, the original equipment
manufacturer (OEM) for this particular equipment, during Q2 2009.
Refurbishment is planned to be completed and ready for installation during March
2010. This is timed to coincide with the associated plant construction
phase.

The plant construction process is well established and on
schedule. Site terracing and early works construction is complete and the
foundation excavations and construction for the mills, building and main storage
silo is in process. Two contractors are on site, one being responsible for the
civil construction of the foundations of the mills, mill building and silo and
the other for the earthing and lightning protection of the metallurgical plant.
The civil construction contractor commenced with site establishment in December
2009. The project consists of various work packages for modular units that are
being fabricated off-site with assembling and installation scheduled for Q2
2010.

Cold commissioning is planned for June 2010 with a ramp up to
120,000 ore tonnes to be processed in July 2010. The mill will reach an average
production rate of 120,000 tonnes for the first 6 months, which will be
increased to correspond with underground production. $20 million has been spent
up to December 31, 2009 consisting of purchase and shipment costs of the
secondhand plant, design and engineering costs, refurbishment of the mills and
early construction work. A projected $49 million will be spent during 2010 to
complete and commission the plant. Capital costs on the project are well
controlled and in line with the control budget estimate generated from the final
design.

Tailings dam (TSF)

Confirmatory geotechnical work to support designs and
environmental compliance was completed during 2009. A geophysical investigation
for the TSF confirmed that there is no influence from regional fault structures.
The storage characteristics and deposition method for the TSF was modeled to
confirm designs while the tender drawings, bill of quantity and other related
tender documentation were completed.

17

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|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The tender process was closed
  in January 2010 and the contract awarded by mid February 2010. The planned cost
  of $7 million will be spent up to July 2010 with the project completion planned
  to coincide with the completion of the metallurgical plant.

General surface infrastructure

- Bulk Power Supply
      Eskom (the state-owned energy company) committed to the phased power demand
      requirements of the Burnstone Project which involves the refurbishment of
      an existing line, and construction of a new section of a power line to the
      mine site. An environmental basic assessment report was completed for the
      construction of the power line to the Burnstone Project and Eskom has completed
      negotiating servitude rights with owners of surface land that will be crossed
      by the power line.
      All design work for the first of two lines between a proposed switching
      station (positioned between Grootvlei Power Station and Burnstone Mine)
      has been completed and material ordered. The proposed refurbishment of two
      existing lines between Grootvlei and the proposed switching station is currently
      being finalized and is also planned to commence in early 2010.
      The proposed commissioning date of the permanent supply that will follow
      a power demand buildup, as agreed between Eskom and Great Basin, is at the
      end of June 2010. As an interim arrangement, Burnstone will be supplied
      with 25 Mega Volt Ampere (MVA) by means of a new 88 kiloVolt
      (kV) line. The full 51 MVA, as agreed between Eskom and Great Basin, will
      be supplied as soon as the construction of the Switching Station as well
      as the refurbishment of the two lines from Grootvlei Power Station has been
      completed.
      The electrical installation at the Burnstone Project was designed to comply
      with Eskom energy efficiency specifications as set out in the Generic
      Energy Efficiency Specification. Independent certification in
      this regard will be done prior to activation of the energy supply, effecting
      the issue of an Eskom Energy Efficiency Compliance certificate.
      In order to supplement the latter, creative power saving methods have been
      integrated in the design, such as the use of high efficiency motors, optimized
      electrical infrastructure, alternative power technologies, and state of
      the art power monitor and control technologies.
      Construction of the 88/11kV main substation on site by Great Basin has commenced.
      The power supply project is jointly managed by Eskom and the Company to
      ensure availability of the required electricity in the second quarter of
      2010 to coincide with the commissioning of the vertical shaft and metallurgical
      plant. Electricity requirements during the construction phase are managed
      through a combination of Eskom supply and diesel generators.
- Surface infrastructure
      A combination of permanent and temporary buildings is being utilized. No
      additional buildings will be required during the remainder of the construction
      period. Projects for the electrical and water reticulation on site are in
      progress with completion scheduled in line with plant completion.

Mineral resources

An updated mineral resource estimate was completed during
September 2009. The update is inclusive of all surface drilling up to July 2009.
At a cut-off of 400 cmg/t, the total Measured and Indicated resources have
increased by 8% from approximately 10.9 million ounces to 11.7 million ounces
Au.

18

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|                                    
|------------------------------------
|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

|Cautionary Note to
      Investors Concerning Estimates of Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This management discussion and analysis
      uses the term measured resources and indicated resources. The Company
      advises investors that while those terms are recognized and required by
      Canadian regulations, the U.S. Securities and Exchange Commission does not
      recognize them. Investors are cautioned not to assume that anypart or all of mineral deposits in these categories will ever be
      converted into reserves.

Resource
      Category
    Cut-offcmg/t
    Tonnesmillions
    Au Gradeg/t
    Contained AuOuncesMeasured
    350
    53.1
    5.64
    9,617,400400
    44.1
    6.08
    8,621,300Indicated
    350
    15.3
    7.27
    3,574,500400
    10.3
    9.23
    3,055,200TOTAL MEASURED &INDICATED
    350
    68.4
    6.00
    13,191,900400
    54.4
    6.68
    11,676,500


Notes to table:

| | 1. | Mineral resources that are not mineral reserves and do
      not have demonstrated economic viability.
| | -- | ------------------------------------------------------------------------------------------------------
| | 2. | Metallurgical recoveries are not applied to resource
      values.                                    

|Cautionary Note to Investors Concerning
      Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This management
      discussion and analysis uses the term inferred resources. The Company
      advises investors that while this term is recognized and required by
      Canadian regulations, the U.S. Securities and Exchange Commission does not
      recognize it. Inferred resources have a great amount of uncertainty as
      to their existence, and as to their economic and legal feasibility. It
      cannot be assumed that all or any part of a mineral resource will ever be
      upgraded to a higher category. Under Canadian rules, estimates of Inferred
      Mineral Resources may not form the basis of economic studies, except in
      rare cases. Investors are cautioned not to assume that any part or all
        of an inferred resource exists, or is economically or legally
      mineable.

Resource Category
    Cut-offcmg/t
    Tonnesmillions
    Au Gradeg/t
    Contained AuOuncesInferred
    350
    35.5
    7.69
    8,773,500400
    11.8
    12.14
    4,592,100


The number of boreholes utilized in the resource estimate
totals 296, and inclusive of all deflections, provides 1,115 Kimberley Reef
intersections. The resource model has benefited from a full database
verification and validation exercise, which has led to information from 59
additional historical and 71 additional new drill holes being incorporated.
Geozones of the area of interest were updated as part of the basis for the
estimation. These zones are delineated by a combination of variable geological
parameters such as channel width, gold grade and gold accumulation (cmg/t),
footwall lithology, and sedimentary facies. The resource estimate covers a
combination of mineral rights within the mining license area granted in October
2008, as well as mineral and/or prospecting rights controlled by Great Basin
outside this boundary.

For continuity, the mineral resource classification method
applied in this update is consistent with that applied in previous Burnstone
mineral resource statements. A sensitivity analysis of the estimation kriging
variances and the minimum number of informing samples has also been undertaken
and assessed. The results demonstrate no significant or material change to the
estimated total Measured and Indicated resources.

In addition the Company significantly increased the mineral
resources in the inferred category in the areas adjacent to the mining licensed
area. These rights are held under prospecting permits. Exploration activities
will be extended into these areas for mineral rights maintenance, and as
sufficient drilling has been completed within the mineral lease area.

19

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

*Mineral
Reserves*

Mineral reserves are declared at a cut-off gold content of 400
cmg/t (4 g/t over 100 cm). The portion of the mineral resources that were
included in the mine plan were modified inclusive of mining dilution (minimum
stoping width 90 cm with 10 cm dilution, minimum tramming width 120 cm), mining
gold losses (10%), metallurgical recovery (95%) and royalties (4%) to the
equivalent of proven and probable reserves tabulated below. The proven and
probable reserves have been determined in terms of Canadian regulations under NI
43-101.

|Cautionary Note to
      Investors Concerning Reserve Calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The mineral reserve estimates contained in
      this management discussion and analysis have been calculated in accordance
      with NI 43-101, as required by Canadian securities regulatory authorities.
      For United States reporting purposes, SEC Industry Guide 7 (under the
      Exchange Act) as interpreted by Staff of the SEC, applies different
      standards in order to classify mineralization as a reserve. As a result,
      the definitions of proven and probable reserves used in NI 43-101 differ
      from the definitions in the SEC Industry Guide 7. Under SEC standards,
      mineralization may not be classified as a "reserve" unless the
      determination has been made that the mineralization could be economically
      and legally produced or extracted at the time the reserve determination is
      made. Among other things, all necessary permits would be required to be in
      hand or issuance imminent in order to classify mineralized material as
reserves under the SEC standards. Accordingly, under SEC standards, the quantity of the mineral reserves reported for the Burnstone property may be different than those reported for Canadian purposes.

Proven and Probable Reserves as of February
      2009Category
    Tonnes (millions)
    Grade (g/t)
    Au Content (oz)Area 1 
      Proven Probable
    20.7 1.9
    4.59 4.22
    3,052,000 252,000Area 2 
      Proven Probable
    6.9 0.5
    3.32 3.22
    741,000 51,000Area 1 & 2 
      Proven Probable
    27.6 2.4
    4.27 4.01
    3,793,000 303,000Total
    30.0
    4.25
    4,096,000


Additional information: (1)
Reserves calculated at a 4 g/t cut-off.

*Underground drilling*

Drilling totalled 18,427 ft (5,584 m) for the year. The focus
continues to be on Block C delineation and infill evaluation to support the mine
plan. The number of operating rigs increased to four during the year. In
addition, a more powerful LM75 diamond drill rig capable of drilling holes up to
3,300 ft (1,000 m) has been mobilized which is capable of drilling deeper fan
boreholes into Block C.

Surface drilling

Limited surface drilling was undertaken in 2009, with some
infill drilling for the initial mine plan area completed during Q4. One drill
hole intersected waste, and another intersected 18.46 g/t Au over 60 cm for a
content of 1,108 cmg/t Au. Work programs outside the mining right as well as
investigations of sub-cropping mineralization in four areas are being reviewed.

Human capital

Burnstone has appropriate management and technical professional
capacity employed to manage both the construction and business establishment
phases. The skills development plan continues through the set up of production
crews by blending staff who have operated in a mechanized mining environment
with newly trained employees
recruited from the local community. The requirement from our planned mining
processes has been incorporated in our team development and recruitment
programs.

20

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

To ensure that Burnstone sustains a safe working environment
during and beyond the production build-up phase, we have estimated that the
correct mix of relevant mining experience relative to new recruits to the mining
industry should begin at a level of 30% of new recruits and build up to around
60%. Local talent has been proactively engaged and although they currently
occupy the more junior operator positions, development programs have been
implemented.

Community relations

Our Corporate Social Responsibility(CSR) framework
underwrites Great Basins strategy to invest in regions that will enable
shareholders to make a fair return on investment as well as improve the lives of
people in the communities in which we operate.

In order to achieve and sustain our mining licence the Company
has demonstrated its compliance with the requirements of Regulation 46 of the
Mineral and Petroleum Resource and Development Act of 2002 (the Social and
Labour Plan, or SLP).

In accordance with the objectives of the SLP, it is required
to:

- promote employment and advance the socio-economic welfare of all South
  Africans,
- contribute to the transformation of the mining industry, and
- contribute towards the socio-economic development of the area.

Great Basin continues to apply the principle of employing and
developing local people wherever the opportunity allows. Currently, 47% (109 of
231employees) of the permanent employees are from the local community.
Furthermore Great Basin actively encourages service providers and contracting
partners to follow the same principle and currently 30% (206 of 703) of the
employees of our contractors have local residence.

The Company completed a Black Economic Empowerment (BEE)
transaction in 2007, thereby supporting transformation in the mining
industry.

Since August 2006, $10 million (ZAR77 million) has been spent
in the province of Mpumalanga to source supplies for the mine. This value is
significant when consideration is given to the fact that Balfour is a non-mining
community. In addition, support has been provided to establish a number of small
businesses in Balfour, including cleaning and laundry services, small scale
farming focussed on local farmers, crushing of waste rock and selling of
aggregate to regional businesses, including the mine, and the development of a
brick making plant. In our endeavours to strengthen and build momentum in areas
of communication and collaboration between stakeholders in the community, the
Company has been instrumental in assisting with the establishment of a local
business chamber and small business development centre. Some of the services are
done in partnership with provincial and national government. Burnstone, as part
of its SLP, made provision for the establishment of a development trust. The
trust, within its financial means, has spend approximately $4 million (ZAR32
million) on CSR initiatives since August 2006.

Burnstone management has undertaken to actively support the
local community in addressing challenges such as unemployment and employability;
however, the effectiveness is dependent on active participation from other
businesses as well as the local, regional, provincial and national governments.

During the February 2010 community protest against poor
services delivery by the local municipality, allegations were also made by the
community against the Company relating to non-compliance with the SLP.

21

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
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Management subsequently
met with the Minister of Mineral Resources and presented the Companys CSR,
procurement, employment and skills development strategy. The Company was
commended for its contribution to up-lift and build a sustainable community. The
Company remains committed to contribute towards improved living conditions,
infrastructure and education in the community and, together with local
government, will engage other private sector corporations in the community to
actively participate in building a sustainable community.

Plans for fiscal 2010

The Companys project development plan is focused on the
preparation for and entry into production, entailing underground development
into the mining blocks identified for early stage and trial mining by opening up
and mining certain stopes. During this stage, advanced stoping techniques and
mining technology will be evaluated. The decline shaft will be completed to link
up with the bottom of the vertical shaft. Completion of other mine
infrastructure, above and below surface is also planned, which entails the
vertical shaft, metallurgical plant, surface infrastructure and the
establishment of adequate electrical power to the Burnstone Property. The
Company will also source, employ and train the necessary workforce and purchase
the equipment required.

The Company plan to extract 80,000 Au oz from underground
during fiscal 2010, and expects to recover 60,000 Au oz as the metallurgical
plant start-up is planned for July 2010 and will be in the commissioning phase.
Cash cost of production for the year is targeted at US$495 per Au oz.

1.2.3 Esmeralda property, Nevada, USA

The Company purchased the Esmeralda property on November 30,
2008 for an aggregate consideration of $2,403,600 (US$2,000,000).

The Esmeralda Mine and Property consist of patented and
unpatented mining claims, fee lands, water rights and a mill. Other features of
the Esmeralda Property include crushing facilities, stockpile areas, waste rock
facilities and roads.

Esmeralda is approximately 220 miles (354 km) from Winnemucca
and approximately 290 miles (467 km) from the Hollister property with 80% of
that distance over paved roads.

Permitting

An application package to renew the Esmeralda National
Pollutant Discharge Elimination System (NPDES) permit was prepared and
submitted on June 10, 2009. The renewal permit would allow a conditional
discharge of water to surface waters.

The application for the transfer of water rights from Metallic
Ventures US Inc, the previous operator of the mill, to Great Basin was submitted
and approval remains pending.

On September 1, 2009, the NDEP approved the commencement of
milling operations and the processing of Hollister ore. Approval for other
"thermal" units requires a Nevada Mercury Control Permit, the application for
which is pending.

Mining

A desktop study has been completed during the year to evaluate
the exploration and mining potential of the Esmeralda property. The study
involved the collection and review of the historical database, review of the
permits and on-site rehabilitation of one of the declines to gain underground
access to some of the historical stopes. It is expected that a recommendation to
the Board will be made during the year at the 
appropriate time once the mill
is operating at steady state and an accurate determination of excess capacity in
the mill can be made.

22

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

Geology

Structural control is the most important factor in the
localization of deposits in the Esmeralda district. There is a close spatial
relationship between deposits (veins) and the north-south faults. Nearly all
production of gold-rich ores came from mines located within 500 ft (152 m) of
faults of this system. A property-wide geological assessment has indicated the
presence of significant untested down-faulted epithermal vein targets
immediately east of previous opencast and underground operations.

Significant
  drill targets occur in the covered and/or undrilled area between the Humboldt
  and Ann Pits and east of the Martinez area.

Refurbishment of mill

Refurbishment of the mill has been completed and the mill was
commissioned on September 9, 2009 and the facility commenced processing ore from
the Hollister Project.

Higher grade ore was fed into the Esmeralda mill during Q4
2009. 8,070 ore tons was processed through the mill during the quarter.
Improvements to the circuit during the quarter impacted on the throughput in the
mill. The mill continues to show increase in throughput and 5,134 tons was
processed in January 2010. An Au eqv recovery factor of 81% was achieved in Q4
2009 with 5,296 Au eqv oz contained in the process as at December 31, 2009. The
carbon from the mill was only sent to a refinery in January 2010 and, therefore,
the Company did not account for any revenue in Q4 2009. Processing costs for the
quarter amounted to US$142 per ton because the mill was in the ramp-up phase
with low production throughput. Fixed overheads once again impacted on the unit
cost of the mill due to the capacity of the mill. Cost for haulage from
Hollister to Esmeralda amounted to US$60 per ton.

The metal content in the ore remains the limiting factor in the
mill throughput. On October 20, 2009, the Company reported that the NDEP granted
approval of the Esmeralda Water Pollution Control Permit, allowing the Company
to continue with the installation of the Gekko System, an In-Line Leach Reactor
(ILR) which optimizes the recovery of gold from high grade concentrate streams.
In addition to concentrate leaching in an ILR, the Gekko system includes a
gravity and flotation section, which will capture free gold and silver up front,
thereby reducing the feed grade to the process flow. Nevada environmental
regulations require a mercury emission permit to operate the electro winning
cells for the Gekko system. The application for this permit can only be
finalized once the required engineering designs have been completed, which is
expected in Q1 2010.

Delays in obtaining all of the required environmental permits
to operate the Gekko system necessitated management to launch a project to
optimize the current milling circuit. The objective of the optimization project
is to achieve a consistent mill throughput of 350 tons per day for ore
containing metal in excess of 1 Au eqv oz per ton. Design changes to achieve
this objective include:

- Adding a cone crusher and refurbishment of the second ball mill to reduce
  the grind and thereby the leach time.
- Optimizing the leach circuit by converting three tanks to carbon-in-leach
  (CIL)
- Adding another carbon stripping unit and thereby doubling the carbon
  stripping capacity.
- Adding lead-nitrate to the process to increase Au and Ag recoveries.

Approval has been obtained from the NDEP in January 2010 to
install the existing drying oven and furnace that has been removed
for refurbishment. Once re-installed, this will allow for treatment of the gold
solution and for doré bars to be poured on site. Being able to treat gold
solution is another step in delivering a stand-alone milling and refining
operation.

23

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

Plans for fiscal 2010

The refurbished milling circuit will be optimized to enable
mill throughput of 350 tons per day at an average grade in excess of 1.1 Au eqv
oz per ton. Installation and commissioning of the Gekko system will take place
once the required permits have been obtained (Q3 2010).

Pending approval by the Board of Directors of the results of a
review of the Esmeralda property, an exploration and mining plan for the
property will be developed.

1.2.4 Ganes Creek Property, Alaska, USA

Great Basin signed an agreement, effective November 14, 2007,
whereby it could earn an 80% interest in all hard rock mineral rights on the
Ganes Creek Property in Alaska by expending a total of US$3 million over a
period of 3 years.

Subsequent to evaluation of the results of the 2008 season, as
well as the current strategic plan of Great Basin, it was decided to terminate
this agreement and cease all exploration activities. The disturbance caused by
the exploration program was rehabilitated during Q2 and Q3 2009.

1.2.5 Tsetsera Property, Mozambique

The Company concluded a Joint Venture Agreement to enter into
an unincorporated joint venture with G S Minase Refnaria Limitade (GSR) in
Mozambique on August 20, 2007 (the JV). The purpose of the JV is to establish
a gold exploration and mining business in Mozambique, whereby the Company will
have the exclusive right to explore all GSRs properties.

The Company has the right to earn-in an 80% interest in the JV,
and has committed to exploration expenditures of approximately US$2 million over
a three year period on the Tsetsera Property, which is located 80 km south of
Manica in Mozambique, and other properties over which GSR holds mineral
rights.

Great Basin manages the JV and is responsible for exploration
and other activities.

Property information

GSR currently owns the 17 square km Tsetsera Property. The
property was worked historically by artisanal miners, who crushed quartz vein
material and panned gold from the fines. The artisanal miners have exposed over
985 ft (300 m) strike length of quartz veins, 5 to 60 cm in width, within a
phyllite (strongly metamorphosed sediments). Rock samples taken during a field
visit returned gold assay values between 0.22 g/t and 26.8 g/t from grab
samples, and a chip sample across a 60 cm quartz vein returned 5.6 g/t Au. No
other work has been completed on the property.

Field work on the ground in Mozambique started in July 2007.
Mapping and sampling of the surface exposures commenced and a total of 17.5 line
km have been mapped. A shear zone, hosting the surface quartz vein showing, was
mapped over a strike length of 2.5 km.

24

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

*Exploration
program*

An initial soil sampling and ground geo-physics program were
completed on the property during 2008. Four follow up exploration targets were
delineated from this work.

The project was placed on care and maintenance during 2009. A
decision was taken to continue with the JV and permits were renewed in November
2009.

Plans for fiscal 2010

Following a review of the property during 2009 a decision was
taken to continue with the exploration program during 2010, albeit phased and
subject to available cash for exploration activities.

1.2.6 Rusaf Properties

During the second quarter of 2008, the Company acquired the
remaining 63% of Rusaf Gold Ltd (Rusaf) for a total consideration of $22.9
million, paid in approximately 6.6 million Great Basin common shares (plus 1.1
million shares issuable on exercise of warrants and options). The former Rusaf
properties are held by the wholly owned subsidiary of the Company, GBG Rusaf
Gold Ltd (GBG Rusaf).

The exchange ratio applied was 1 Great Basin share for every
4.5 Rusaf shares.

The Rusaf Plan of Arrangement ("Rusaf agreement") also provides for additional Great Basin
shares to be issued in the first 3 years from closing, contingent upon gold
discoveries involving more than 500,000 ounces on certain mineral prospects
currently held by Rusaf.

In the event of such discoveries, Great Basin will issue shares
valued at the higher of the closing price on acquisition date ($3.30) or
then-prevailing market price to the former Rusaf shareholders on the basis of
valuing these gold ounces (including equivalent metals) at US$15/oz for inferred
resources and US$40/oz for measured and indicated resources (subject to a
minimum average cut-off grade of 1.5 g/t or 0.04 oz/ton).

Pursuant to the Rusaf agreement of April 1, 2008, the
Company issued an additional 3,073,773 shares valued at $5.6 million on January
27, 2010 for gold discoveries above a threshold of 500,000 ounces in size, on
mineral prospects  held by Rusaf.

Great Basin has also agreed to spend between $15 million and
$27 million in exploring the acquired properties during this period depending on
independent advice as to the likelihood of exploration success.

Tanzania Property information

In Tanzania the exploration program consists of three regional
exploration programs in the following areas:

- Lake Victoria (North-West), including several early stage exploration
  programs and drilling on two targets.
- Lupa (South-West), where the Nkolwisi project was the focus of a surface
  drilling program.
- Kikugwe (Central South), where a soil sampling program was completed.

The Company also owns mineral rights on the island of Kurils
(east Russia) where 33 diamond boreholes aimed at establishing indicated mineral
resources in the main project area were drilled during 2008.

25

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

*Exploration
program*

Work undertaken on the Tanzanian properties in 2009 comprised
of geological modeling and mineral resource estimations for the Tanzania Lubando
(Geita East), Imweru (Geita West) and Nkuluwisi (Lupa) targets, revised target
classification and maintenance on the other permits.

Final results from the 2008 exploration programs in Tanzania
and Russia were obtained during 2009 and all data were validated. Reports on the
drilling and mineral resource estimates were received from, Eric Fier, C.P.G.,
P.ENG., an independent technical expert, during November 2009.

Initial resource estimates have been received for the Imweru
(Geita west) and Lubando (Geita east) prospects, which are located in the Lake
Victoria Goldfields along strike of Anglogold Ashantis Geita Mine operations,
and are part of a Joint Venture agreement with Barrick Africa Exploration
Limited (BEAL). The Nkuluwisi Prospect is part of an extensive mineral right
portfolio that GBG Rusaf manages in the Lupa Goldfields.

IMWERU MINERAL RESOURCESResource category
    Cut-off oz/ton
    Tonnes
    Au(g/t)
    Au(g)
    Tons
    Au(oz/t)
    Au (oz)Inferred
    1.5
      1.0
      0.5
    2,712,500
      4,715,400
      17,649,900
    2.88
      2.05
      1.11
    7,816,000
      9,666,700
      19,582,000
    2,990,000
      5,197,800
      19,455,500
    0.084
      0.054
      0.032
    251,300
      310,790
        629,590


Note: Composites were capped at 25 g/t
gold.

LUBANDO MINERAL RESOURCESResource category
    Cut-off g/t
    Tonnes
    Au (g/t)
    Au (g)
    Tons
    Au(oz/t)
    Au (oz)Measured
    1.5
    81,550
    3.23
    263,340
    89,890
    0.094
    8,4501.0
    120,190
    2.59
    311,500
    132,480
    0.076
    10,0600.5
    184,150
    1.95
    359,090
    203,000
    0.057
    11,570Indicated
    1.5
    273,980
    2.92
    799,950
    302,010
    0.085
    25,6701.0
    360,960
    2.52
    909,730
    397,880
    0.074
    29,4400.5
    509,420
    1.99
    1,013,740
    561,530
    0.058
    32,560Total M &
      I
    1.5
    355,530
    2.99
    1,063,290
    391,900
    0.087
    34,2101.0
    481,150
    2.54
    1,221,230
    530,360
    0.074
    39,5000.5
    693,570
    1.98
    1,372,830
    764,530
    0.058
    44,130Inferred
    1.5
    1,032,120
    3.05
    3,142,940
    1,137,710
    0.089
    101,2501.0
    1,255,380
    2.72
    3,419,300
    1,383,810
    0.079
    109,3200.5
    1,900,140
    2.03
    3,857,280
    2,094,500
    0.059
    123,570


Note: Composites were capped at 25 g/t
gold.

NKULUWISI MINERAL RESOURCESResource category
    Cut-off g/t
    Tonnes
    Au(g/t)
    Au(g)
    Tons
    Au(oz/t)
    Au (oz)Measured
    1.5
    71,880
    2.06
    148,430
    79,240
    0.060
    4,7501.0
    147,825
    1.63
    240,930
    162,940
    0.047
    7,6500.5
    553,500
    0.93
    515,600
    610,100
    0.027
    16,470Indicated
    1.5
    215,320
    1.88
    405,870
    237,350
    0.054
    12,8101.0
    491,400
    1.54
    754,650
    541,670
    0.045
    24,3700.5
    2,147,850
    0.86
    1,867,500
    2,367,600
    0.025
    59,190Total M &
      I
    1.5
    287,200
    1.93
    554,300
    316,590
    0.055
    17,5601.0
    639,230
    1.56
    995,580
    704,610
    0.045
    32,0200.5
    2,701,350
    0.88
    2,383,100
    2,977,700
    0.025
    75,660Inferred
    1.5
    286,200
    2.03
    582,980
    315,470
    0.059
    18,6101.0
    1,459,350
    1.42
    2,081,180
    1,608,640
    0.041
    65,9500.5
    4,582,600
    0.91
    4,198,100
    5,051,400
    0.026
    131,330


Note: Composites capped at 7.2 g/t
gold.

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

The resource estimates were
carried out using block models constructed in GEMS (Gemcom). The block models
consist of blocks measuring 5 m x 5 m x 5 m. No rotation was applied to the
model. Grade for gold was interpolated into blocks using Inverse Distance to the
fifth power (ID5). In all cases a cut-off grade of 0.5 g/t gold was
based on a gold price of US$850/oz and assumed 100% metallurgical recovery. CIM
definitions were followed for Mineral Resources.

KURILS MINERAL RESOURCESResource category
    Cut-off g/t
    Tonnes
    Au (g/t)
    Au (g)
    Tons
    Au (oz/t)
    Au(oz)Measured
    1.5
    398,230
    2.90
    1,154,870
    438,970
    0.085
    37,3101.0
    655,710
    2.24
    1,468,790
    722,790
    0.065
    46,9800.5
    1,238,620
    1.52
    1,882,700
    1,365,330
    0.044
    60,080Indicated
    1.5
    544,100
    2.91
    1,583,330
    599,760
    0.085
    50,9801.0
    899,790
    2.24
    2,015,530
    991,840
    0.065
    64,4700.5
    1,947,270
    1.42
    2,765,120
    2,146,880
    0.041
    88,020Total M &
      I
    1.5
    942,330
    2.91
    2,738,200
    1,038,730
    0.085
    88,2901.0
    1,555,500
    2.24
    3,484,320
    1,714,630
    0.065
    111,4500.5
    3,185,890
    1.46
    4,647,830
    3,512,210
    0.042
    148,100Inferred
    1.5
    178,060
    2.20
    391,730
    196,280
    0.064
    12,5601.0
    374,740
    1.64
    614,570
    413,080
    0.048
    19,8300.5
    805,470
    1.13
    910,180
    887,870
    0.033
    29,300


- The resource estimate was carried out using a block model constructed in
  GEMS (Gemcom).
- The block model consisted of blocks measuring 5 m x 5 m x 5 m. No rotation
  was applied to the model. Grade for gold was interpolated into blocks using
  Inverse Distance to the 5th power (ID5).

Current Synopsis

- Mineralization was intersected on all targets, and there is upside along
  strike, sub-parallel and at depth on all targets;
- The Imweru target drilling was not fully completed and still requires more
  work;
- The Nkuluwisi target is part of a more extensive shear corridor stretching
  10 km from Rukwa Mine to Mapalala;
- Likewise the Lubando target is part of a more extensive shear corridor with
  potential for sub- parallel and along strike mineralization under cover;
- The further understanding of structural controls in all areas of
  mineralization will be a critical step to successful targeting and resource
  delineation;
- There is still a considerable resource potential in the areas drilled, as
  well in the surrounding areas;
- Cognisance should be taken that future resource delineation and potential
  turning to account will involve clusters of mineralized zones on a given
  structure or proximal sub-parallel splays.

It can be concluded that there is a considerable amount of
preliminary exploration work still to be completed on the properties. A number
of permits overly significant strike extents of prospective structures that
still require systematic exploration and potentially drilling.

Plans for fiscal 2010

Exploration programs and budgets have been compiled for targets
in Tanzania. The work programs in Tanzania will advance a number
of priority exploration targets in the Lake Victoria and Lupa Goldfields to
drilling stage, as well as effect follow-up drilling investigations on a number
of advanced targets. Structural studies will provide a basis for further target
prioritization.

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
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|YEAR ENDED DECEMBER 31, 2009        
|                                    

Management will be evaluating options to dispose of the Kurils
asset as the results from the initial exploration program indicated that this
deposit might be better suited for a Company developing base metal projects.

1.2.7 Investment in Kryso Resources Plc

The Company, through various share purchase transactions, holds
approximately 15% in the equity of Kryso Resources Plc (Kryso), a mineral
resources and exploration company exploring gold and precious metal deposits in
Central Asia. Kryso is a publicly traded company on the AIM market of the London
Stock Exchange.

Refer to www.kryso.comfor
progress made on projects.

1.2.8 Market Trends

The global financial crisis continued through 2009 with
investors remaining risk averse. Capital markets remained volatile reacting to
global economic news flow. The relative strength of the US dollar throughout the
year as well as inflation fears and global demand impacted on commodity prices.
Demand for gold remained high while global markets lacked direction.

Gold prices have been volatile during the first half of 2009
where after it opened at US$870 per ounce it closed at a low of US$810 per ounce
on January 15, 2009. It traded on average above US$940 per ounce until September
2009 when the US$1,000 threshold was broken. Since September the price of gold
has increased at a steady rate and closed at a record high of US$1,183 on
October 26, 2009. Concern about a gold bubble once again pushed down the price
to a close of US$1,087 on December 31, 2009. Gold prices once again remained
volatile during the first 2 months of 2010 trading between US$1,150 and US$1,060
per ounce.

The share price of Great Basin is impacted by the risk profile
of the Company and the appetite in the market for risk. The share price remained
under pressure during the year due to continuous concerns relating to the
capital requirement of the Company to complete its development projects. The
public offering in March 2009 and the accompanying dilution also impacted on the
recovery in the share price. After opening at $1.57 on January 2, 2009 the share
price traded at an average of $1.61 throughout the year and closed at $1.81 on
December 31, 2009. Daily share trade volumes have increased to an average of 3
million during the year. The current short position in the shares is at record
highs which further impacts on the volatility in the share price.

28

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

**1.3
Selected Annual Information**

In thousands of Canadian dollars, except per-share figures and
number of shares. Small differences arise from rounding.

December 31 2009
    December 31 2008
    December 31 2007Current assets Mineral properties Other assets
    $ 129,301 
      222,919 196,064
    $ 53,6062
      259,859
      51,7352
    $ 87,6792
      218,414
      23,2202Total
      assets
    548,284
    365,200
    329,313Current liabilities Future income taxes and other
      liabilities Shareholders equity
    72,974 
      101,597 373,713
    27,446 
      80,546 257,208
    6,121 
    35,400 287,792Total
      liabilities and shareholders equity
    548,284
    365,200
    329,313Working
      capital1
    $
      91,624
    $
      20,460
    $
      76,201Revenue Expenses Loss for the
      year
    33,738 
      (87,716) $ (48,446)
    24,716 
      (141,533) $ (84,872)
    - 
    (58,321) $ (51,168)Basic and diluted loss per share
    $ (0.16)
    $ (0.40)
    $ (0.31)Weighted average number of common shares outstanding
      (thousands)
    310,068
    211,283
    166,099


1Working capital includes cash and cash
receivables, accounts receivable, inventory and accounts payable and is
considered a non-GAAPmeasure.2Certain prior years amounts have
been reclassified to conform to fiscal 2009 year presentation. These
reclassifications had no impact on previously reported results of operations or
shareholders' equity.

**1.4** Summary of Quarterly Results
In thousands of Canadian dollars, except per share figures and number of
shares. Small differences may arise due to rounding.

Dec 31 2009
    Sept 30 2009
    Jun 30 2009
    Mar 31 2009
    Dec 31 2008
    Sept 30 2008
    Jun 30 2008
    Mar 31 2008Current assets Mineral properties Other assets
    129,301 
      222,919 196,064
    78,8542
      254,648
      157,3452
    131,5452
      257,247
      123,5922
    168,9372257,639 71,8842
    53,6062
      259,859
      51,7352
    18,1432
      256,424
      35,5862
    32,5452
      250,383
      34,1792
    61,2922
      218,485
      32,9932Total
      assets
    548,284
    490,847
    512,384
    498,460
    365,200
    310,153
    317,107
    312,770Current liabilities Future income taxes and other
      liabilities Shareholders equity
    72,974 
      101,597 373,713
    27,324 
      86,527 376,996
    25,369 
      90,570 396,445
    18,881 
      82,844 396,735
    27,446 
      80,546 257,208
    14,240 
      47,307 248,606
    11,115 
      34,986 271,006
    7,895 
    31,248 273,627Total liabilities and shareholders
      equity
    548,284
    490,847
    512,384
    498,460
    365,200
    310,153
    317,107
    312,770Working
      capital1
    91,624
    47,7282
    98,5912
    145,1372
    20,4602
    2,5212
    20,2042
    52,0752


1Working capital includes cash and cash
receivables, accounts receivable, inventory and accounts payable and is
considered a non-GAAP measure.2Certain prior quarters amounts
have been reclassified to conform to fiscal 2009 year presentation. These
reclassifications had no impact on previously reported results of operations or
shareholders' equity.

29

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Dec 31 2009
    Sept 30 2009
    Jun 30 2009
    Mar 31 2009
    Dec 31 2008
    Sept 30 2008
    Jun 30 2008
    Mar 31 2008Revenue
    -
    -
    21,876
    11,861
    16,920
    -
    7,796
    -Expenses
    (8,365)
    (16,382)
    (35,492)
    (21,944)
    (43,085)
    (34,805)
    (43,131)
    (20,512)Loss for the
      period
    (8,365)
    (16,382)
    (13,616)
    (10,083)
    (3,693)
    (31,129)
    (33,038)
    (17,012)Basic and diluted
      loss per share
    $0.03
    $0.05
    $0.04
    $0.04
    $0.01
    $0.15
    $0.16
    $0.08Weighted average number of common shares outstanding
      (thousands)
    333,856
    333,531
    333,215
    238,364
    215,162
    214,345
    205,930
    203,902


1.5    Results of
Operations

For the year ended December 31, 2009, Great Basin on a
      consolidated basis (the Group) incurred a loss of $48,445,627 as
      compared to a loss of $84,872,078 in the previous year. The decrease in
      the loss is not only due to the development costs incurred at the
      Companys Burnstone project being capitalized since November 2008, but
      also due to the aggressive cost reduction program launched in October
      2008. Significant savings on overhead costs as well as exploration
expenditures was the direct result of this project.

Pre-development costs incurred at Hollister are still
      being expensed in line with the Companys policy that development costs
      are capitalized only upon receipt of all significant permits necessary for
      planned commercial operations. Pre-development costs incurred at Burnstone
      have been expensed until the Mining Right was received on October 28, 2008
      and were capitalized from this day forward. Expensing the pre-development
costs has a negative impact on the Groups earnings.

Revenue

Net revenue for the year from metal sales amounted to
      $33,737,518 (2008: $24,716,323) after deducting toll milling charges of
      $9,893,820 (2008: $4,398,106). The revenue was generated from the Groups
      trial mining activities at the Hollister properties from the sale of
      44,706 (2008: 38,465) gold equivalent ounces. Net revenue was reduced by
      the conditions of the various toll milling agreements the Company entered
      into during 2008 and the first half of 2009 which included fixed metal
      prices and toll milling costs calculated based on a retention of actual
      metal recovered. No revenue was generated during the second half of 2009
      and all of the production from trial mining activities was stockpiled. At
      December 31, 2009, a total of 41,683 tons, containing an estimated 41,446
      Au eqv oz, had been accumulated on a surface stockpile with a further
5,676 Au eqv oz in the Esmeralda mill circuit.

Production costs

Production costs of trial mining activities for the year
      amounted to $461 (US$404) (2008: $473 or US$444) per gold equivalent ounce
      sold. Production costs exclude milling costs as these have been recorded
as a charge to revenue.

The cash costs for contained ounces extracted from
      underground during the year, excluding milling and haulage costs, amounted
      to $419 (US$367) (2008: $290 or US$272) per gold equivalent ounce. The
      average grade of 1.6 gold equivalent oz per ton (54.9 g/t) extracted from
      underground during 2008 had a positive impact on the unit costs incurred
      during that year. The average grade during 2009 was 1.15 gold equivalent
      oz per ton (39.4 g/t) extracted. A year-on-year comparison of the cash
cost
per ton provides a better
reflection of the cost reducing initiatives during fiscal 2009. The cash cost
per ton for 2009 amounted to $482 (US$423) which is a 3% improvement (measured
in US$) on the cost per ton of $463 (US$435) incurred during 2008.

30

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The mine closure following the accident at the Hollister
project during November 2009 also had a negative impact on the unit cost. The
tons and ounces produced from trial mining activities have a significant impact
on the unit costs due to the high fixed cost component included.

The cash costs were in-line with managements expectation of
the cost to be incurred during the ramp up phase to planned production. Economy
of scale benefits will only be achieved as tonnage build-up progresses.

Cash costs include direct mining costs, as well as an
appropriate overhead allocation.

Exploration expenses

Total exploration expenses decreased to $16,592,052 from
$23,902,737 incurred during 2008. Exploration during the year was primarily
focused on underground drilling and environmental management costs at our
Hollister project, which amounted tod $13,717,502 for the year. Exploration
costs of $11,413,418 were incurred at Hollister during 2008.

Exploration activities at Burnstone were reduced significantly
during 2009 as part of the cost reduction program and the cost decreased from
$3,309,362 in 2008 to $567,326 in 2009.

The exploration program on the Rusaf properties was also slowed
down in line with the acquisition agreement entered into in 2008. Delays in
finalizing the NI43-101 reports as well as the expenditure incurred on these
properties during 2008 resulted in minimum expenditure during 2009. Total
exploration expenditure of $2,122,009 was incurred on these properties during
2009 compared to $7,538,805 incurred in 2008.

The Ganes Creek JV was cancelled during 2009 and limited clean
up expenditure was incurred on the property. The Tsetsera project was also
scaled down during the year and a total of $185,215 was incurred on both
projects during the year. $1,641,152 in exploration expenditure was incurred on
these properties during 2008.

Pre-development expenses

Pre-development expenses decreased to $25,868,727 during 2009
compared to $62,597,563 in the previous year. Pre-development expenses for the
Hollister project are expensed until the required permitting has been received
to operate the mine at sustainable levels. Pre-development expenses for the
Burnstone project were expensed until October 28, 2008 when the New Order Mining
Right was received. Subsequent development costs for the Burnstone project have
been capitalized.

All of the pre-development expenses incurred during the year
relate to the Hollister project. The cost reduction program, as well as the
focus on optimizing the waste to ore tons ratio resulted in the decrease from
the $38,504,303 incurred in 2008.

Pre-development expenses of $24,093,260 at the Burnstone
Property were expensed through the income statement during the 10 months ended
October 2008. Subsequent pre-development expenses were capitalized to mine
development costs.

Foreign exchange

The unrealized foreign exchange gain of $2,548,889 recorded in
2009 is predominantly attributable to the strong performance of the Canadian
dollar against the United States dollar during the year.

31

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The Senior Secured Notes as
  well as certain cash investments are denominated in US$ and therefore were
  impacted by a movement in the trading value of the currencies. Foreign exchange
  differences are also recorded on the financial assets and liabilities of the
  foreign integrated operations of the Group that are denominated in the local
  currencies in the jurisdictions in which the Group operates. An unrealized
  foreign exchange loss of $2,737,378 was incurred during 2008.

Office and administration

The decrease in office and administration costs is also
attributable to the cost reduction program. $4,150,504 was incurred on office
and administration costs in 2009 which represents a 44% decrease to the
$7,396,242 incurred during the previous year.

Salaries and compensation

Salaries and wages have decreased from $6,844,782 in 2008 to
$6,628,032 in 2009. One of the significant elements of the cost reduction
program was for executive and senior management to return certain qualifying
unexercised share options to the Company. These share options were replaced at a
ratio of 2:1 where one new option was granted for every 2 options returned.
Executive and senior management only qualified for this scheme if they also
agreed to receive their 2008 annual bonus and inflationary annual salary
increases in share options. The result of the scheme was that the net cash
salaries paid reduced year on year.

The stock-based compensation for the 2009 year also reduced due
to the lower amount of share options granted. The value of stock-based
compensation is also influenced by the volatility in the Companys stock price.

Interest expense

Interest is capitalized to qualifying assets under
construction. Total interest incurred, inclusive of the accretion charge on the
Senior Secured Notes, during 2009 amounted to $20 million of which $14 million
was capitalized to Burnstone mine development cost and $6 million to the
Esmeralda mill refurbishment project. Interest incurred during 2008 related to
the Burnstone project finance facility drawn down since August 2008 as well as
the accretion charge on the Senior Secured Notes issued on December 12, 2008. No
interest was capitalized during 2008.

Interest received

Interest received increased to $2,910,980 during the year
compared to $2,357,564 received in 2008 mainly due to the higher average cash
balances during 2009.

Fair value adjustment on financial instruments

Financial instruments held-for-trading are recorded at their
fair value with the adjustment being recorded in the statement of
operations.

Future income tax recovery

The movement in the future income tax recovery from $31,944,779
in 2008 to $5,532,353 in 2009 is as a result of future income tax assets
recognized on losses and capital allowances that are available for offset
against future taxable income.

32

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

**1.6   
Liquidity**

The Company monitors its spending plans, repayment obligations
and cash resources and takes actions with the objective of ensuring that there
is sufficient capital in order to meet short term business requirements, after
taking into account cash flows from operations and the Companys holdings of
cash and cash equivalents. The Company believes that these sources will be
sufficient to cover the likely short and long term operating cash
requirements.

The Company utilized net cash of $55,260,065 in operating
activities during 2009 and $76,878,538 during 2008. The pre-development costs
incurred at the Companys Hollister project are being expensed and also included
in the cash utilized in operating activities. The Company only expects to
generate cash flow from operating activities once it has completed the
development of its Burnstone project. The year-on-year change in cash utilized
in operating activities is due to the increase in revenue generated from trial
mining activities at the Hollister project as well as due to the Burnstone
development costs being capitalized from November 2008.

Cash utilized in investment activities increased to
$119,979,448 in 2009 from $42,292,178 in 2008. This is due to the increase in
activities in development of the Burnstone project as well as the mill
refurbishment project at Esmeralda.

In February 2009 the Company raised net proceeds of $3.9
million through issuing 2,864,800 shares in terms of the equity line agreement.
A 115,000,000 unit public offering was also completed in March 2009, raising net
proceeds of $138 million to fund the development of the Burnstone project.
During November 2009 the Company announced that it had entered into an agreement
pursuant to which the underwriters purchased $126.5 million principal amount of
senior unsecured convertible debentures at a price of $1,000 per Debenture by
way of a short form prospectus. The purpose of the Convertible Debenture was to
replace the Burnstone project funding facility the Company had been negotiating
during the year. $32.8 million of the net proceeds from this offering was used
to settle the drawn down portion of the Burnstone project finance facility. Net
cash generated from financing activities amounted to $229 million during 2009
compared to $72 million during 2008.

The Senior Secured Notes (the "Notes") are due on December 12,
2011, however they are repayable at the election of the Note holders on 30 days
notice after November 12, 2010. The Notes have therefore been classified as a
current liability. Cash flow projections indicate that the Company will not
generate adequate cash flow from operating activities to repay the Notes by
December 2010 if called upon by the holders. The public offering that closed in
March 2009 included 57.5 million warrants with a strike price of $1.60 per share
that expire on October 15, 2010. The warrant structure was designed at the time
to provide additional funding to settle the Notes if called upon. Although the
Companys share price has been trading above the strike price of the warrants
and management remains positive that the warrants will be exercised, it cannot
be guaranteed. The Company is therefore seeking an alternative debt structure
that will provide sufficient funds to repay the Notes during the coming year.
The ability to obtain this financing depends on a number of factors, some of
which are beyond the control of the Company. These include global economic,
credit and capital market conditions and the expected future price of gold. This
debt restructuring process is in an advanced stage of completion and management
expects to conclude this during the second quarter of 2010, well in advance of
the potential repayment date of the Notes. If management is unable to
restructure the debt, and the Note holders are unwilling to postpone their
repayment election to a later date, it may adversely impact the Company's
ability to settle its obligations as they come due and may have a material
adverse effect on the Company's operations and on the market price of the
Company's securities.

At December 31, 2009, the Company had working capital of
approximately $92 million.

33

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

The Company has no "Purchase
Obligations", defined as any agreement to purchase goods or services that is
enforceable and legally binding on the Company that specifies all significant
terms, including: fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the transaction.

1.7   Capital Resources

Great Basin's share capital consists of common shares without
par value, of which an unlimited number of shares are authorized and 334,158,017
common shares without par value were issued and outstanding as fully paid and
non-assessable as of December 31, 2009 as well as 86,178,552 share purchase
warrants outstanding and 16,934,764 share options outstanding at that date.

The equity line agreement entered into during December 2008
terminated on February 7, 2009 with the Company issuing an aggregate of
2,846,800 common shares.

The public offering completed on March 13, 2009 resulted in
115,000,000 shares as well as 57,500,000 common share purchase warrants being
issued 28,750,000 warrants, which had an exercise price of $3.50, expired
unexercised on April 20, 2009.

Remaining warrants consist of:

Expiry dates
    Exercise price
    Outstanding December 31, 2009September 30, 2010 October 15, 2010 December 12,
      2011
    ZAR20.78 $1.60 $1.25
    1,684,312 
      57,500,000 26,994,240Total
    86,178,552


Pursuant to the Rusaf agreement of April 1, 2008, the
Company issued an additional 3,073,773 shares valued at $5.6 million on January
27, 2010 for gold discoveries above a threshold of 500,000 ounces in size, on
mineral prospects  held by Rusaf.

On February 28, 2010 the Company issued share capital consists
of 337,918,067 fully paid and nonassessable common shares without par value as
well as 86,178,552 share purchase warrants and 16,620,287 outstanding share
options.

1.8    Off-Balance Sheet
Arrangements

The Company, through its subsidiaries, N5C Resource Inc., N6C
Resources Inc. and Rodeo Creek Gold Inc. signed a loan guarantee agreement
pursuant to the conclusion of the transaction with Tranter Burnstone.

On October 1, 2007, Tranter Burnstone (a black empowerment
enterprise) borrowed $28 million (ZAR200 million) from Investec to settle a
portion of the purchase consideration of $37 million (ZAR260 million) for 812
Southgold shares. The Southgold shares were subsequently exchanged for
19,938,650 shares of Great Basin Gold. The security for the loan comprised,
amongst other items, a loan guarantee which requires N5C Resources Inc., N6C
Resources Inc. and/or Rodeo Creek Gold Inc., in the event of default by Tranter
Burnstone on any of its interest payments to Investec, at any time for the first
four years, to lend not more than $11 million (ZAR80 million) to Tranter
Burnstone in order to settle such interest payment obligations.

The loan agreement with Investec requires Tranter Burnstone to
deposit cash into a margin call account if the underlying value of the shares
held by Tranter in Great Basin Gold is less than the outstanding loan and accrued interest. The
decrease in the share price of the Company since September 2008 triggered the
requirement for a cash deposit into the margin account.

34

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

Tranter Burnstone defaulted on funding the short fall in the
margin call account and the Company has been advised that Investec served
Tranter Burnstone with a notice of default in December 2008.

A notice of foreclosure has not been served on Tranter and the
probability of the guarantee being called upon remains uncertain.

1.9   Contractual obligations

Payments due by period (CAD millions)Total (million)
    Less than one year
      (million)
    1 to 5 years (million)
    More than 5 years
      (million)Exploration commitment Senior secured notes
      Convertible debentures Finance lease liability Operating lease
      obligations
    $ 7.2 
      65 177 1.5 0.7
    $ 4.3 
      65 10.5 0.8 0.2
    $ 2.9 
      Nil 166.5 0.7 0.5
    $ Nil 
    Nil Nil Nil NilTotal
    $
      251.4
    $
      80.8
    $
      170.6
    $
      Nil


Exploration commitments

On August 20, 2007, the Company concluded a Joint Venture
Agreement to enter into an unincorporated joint venture with GS Minase Refnaria
Limitade (GSR) in Mozambique. The purpose of the Joint Venture in to establish
a gold exploration and mining business in Mozambique, whereby the Company will
have the exclusive right to explore all GSRs properties. The Company will have
an 80% interest in the Joint Venture and has committed to exploration
expenditures of approximately US$2 million over a 3 year period on the Tsetsera
Property, which is located 80 km south of Manica, Mozambique and other
properties over which GSR holds mineral rights.

The Rusaf Plan of Arrangement ("Rusaf agreement") also provides for additional Great Basin
shares to be issued in the first three years from closing, contingent upon gold
discoveries above a threshold of 500,000 ounces in size on certain mineral
prospects  held by Rusaf. In the event of such discoveries, the Company
will issue shares valued at the higher of closing price on date of acquisition
($3.30) or then-prevailing market price to the former Rusaf shareholders on the
basis of valuing these gold ounces at US$15/oz for inferred resources and
US$40/oz for measured and indicated resources (subject to a minimum average
cut-off grade of 1.5 grams per tonne or 0.04 oz per ton).

Pursuant to the Rusaf agreement of April 1, 2008, the
Company issued an additional 3,073,773 shares valued at $5.6 million on January
27, 2010 for gold discoveries above a threshold of 500,000 ounces in size, on
mineral prospects  held by Rusaf.

In terms of the Rusaf agreement the Company agreed to spend  a minimum of $15 million and up to a maximum of $27 million to explore the  newly acquired properties during the first three years from closing of the  transaction on April 1, 2008.  The  increased expenditure is contingent upon gold discoveries above a threshold of  500,000 ounces in size on certain mineral prospects held by Rusaf.

35

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

*Senior secured
notes*

Each Note matures at 120% of principal on the earlier of
December 12, 2011 and certain stated events, including a change of control. The
Notes bear interest of 14% per annum with the first 24 months of interest having
been prepaid.

The Notes are guaranteed on a joint and several basis by all of
the Companys Nevada subsidiaries and secured by their assets, being the
Hollister Property and all other Nevada assets. The Notes are also repayable at
the election of the holder on 30 days notice after November 12, 2010.

Convertible debentures

The Debentures mature on November 30, 2014 and bear interest at
the rate of 8% per annum. Interest is payable semi-annually in arrears on May 30
and November 30 of each year, commencing on May 30, 2010. The Debentures are
direct senior unsecured obligations of the Company and are guaranteed by certain
of the Companys subsidiaries.

Finance lease liability

The principal debt amount will be repaid in 36 equal
installments. Interest is charged at 6.5% on outstanding capital and is being
calculated on the 15thof each month. The finance lease is
collateralized by the leased assets which had a carrying value of $2,152,857 at
December 31, 2009.

1.10 Transactions with Related Parties

Related party transactions are recorded at the exchange amount
which is the amount of consideration paid or received as agreed to by the
parties. There were no material related party transactions in the fourth
quarter.

Information relating to the Companys related party
transactions is available in the Companys annual financial statements which is
available on SEDAR at www.sedar.com.

1.11 Fourth Quarter Results

Loss for the quarter ended December 31, 2009 was $8,364,546,
compared to $16,382,475 in the previous quarter and $3,692,136 in the fourth
quarter in fiscal 2008. No revenue was recorded during the quarter as ownership
of gold in process at the Esmeralda mill did not yet transfer and no additional
ore was sent for toll milling during the quarter. Production costs relating to
inventory valuation of $1,223,403 were recorded during the quarter. Net revenue
of $16,826,709 and production costs of $14,286,699 was recorded in the 4thquarter of 2008. A depletion charge of $6,344,218 was recorded in the
4thquarter 2008 due to the sale of precious metal. Depletion costs
relating to the extraction of mineral reserves during the 4thquarter
of 2009 have been capitalized to the cost of inventory. The net loss for the
4thquarter 2008 was also impacted by the future income tax recovery
of $22,471,996. Pre-development expenses decreased from $8,784,899 during the
4th quarter of 2008 to $3,729,511 during the 4thquarter 2009.

This decrease is due to the capitalization of the
pre-development costs at the Burnstone project since October 28, 2008 as well as
the decrease in exploration activities due to the cash preservation drive of the
Company

1.12 Proposed Transactions

None.

36

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|MANAGEMENT'S DISCUSSION AND ANALYSIS
|                                    
|YEAR ENDED DECEMBER 31, 2009        
|                                    

**1.13
Critical Accounting Estimates**

The Company's accounting policies are presented in note 4 of
the most recent annual consolidated financial statements and a description of a
change in accounting policy is set out in 1.14 of this document. The preparation
of consolidated financial statements in accordance with generally accepted
accounting principles requires management to select accounting policies and make
estimates. Such estimates may have a significant impact on the financial
statements.

These estimates include:

- mineral resources and reserves
- the carrying value of mineral properties,
- the allocation of purchase price consideration to the fair value of
  identifiable assets and liabilities acquired,
- the carrying values of property, plant and equipment,
- the determination of amortization, depletion and accretion,
- the valuation of inventories,
- the valuation of stock-based compensation expense,
- the estimation of asset retirement obligations,
- the valuation of warrants,
- the determination of valuation allowance for future income taxes, and
- the determination of fair values of financial instruments.

Actual amounts could differ from the estimates used and,
accordingly, affect the results of operations.

Mineral resources and reserves, the carrying values of
mineral properties, and of property, plant and equipment as well as the
allocation of purchase price consideration to the fair value of identifiable
assets and liabilities acquired and determination of amortization and
depletion.

Mineral resources and reserves are estimated by professional
geologists and engineers in accordance with recognized industry, professional
and regulatory standards. These estimates require inputs such as future metal
prices, future operating costs, and various technical geological, engineering,
and construction parameters. Changes in any of these inputs could cause a
significant change in the estimated resources and reserves, which in turn could
have a material effect on the carrying value of property, plant and
equipment.

The carrying value of mineral properties is also dependant on
the valuation used for the common shares and warrants of the Company issued for
the acquisition of mineral properties.

The value of the common shares issued is the fair market value,
based on the trading price of the shares at the agreement and announcement date,
pursuant to the terms of the relevant agreement. The Company uses the
Black-Scholes pricing model to estimate a value for the warrants issued upon the
acquisition of a property. This model, and other models which are used to value
options and warrants, require inputs such as expected volatility, expected life
to exercise, and interest rates. Changes in any of these inputs could cause a
significant change in the carrying value initially recorded for mineral
properties.

The carrying value of property, plant and equipment are
considered in terms of the remaining useful life of the particular asset. These
estimates are prepared by engineers in accordance with their knowledge and experience in the mining
industry. Re-assessment of the remaining useful life could cause a significant
change in the carrying value initially recorded for property, plant and
equipment.

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Inventories

Inventories are measured at the lower of cost or net realizable
value. Net realizable value is the estimated selling price in the ordinary
course of business less the estimated cost of completion and the estimated cost
necessary to perform the sale. Production costs include allocated overhead
expenses and constitute the cost of an inventory item. The determination of
estimated selling prices, estimated completion and selling costs, and cost
allocations are done by management in accordance with their knowledge and
experience in the mining industry. Changes in any of these factors could cause a
significant change in the inventory valuation in a period.

Site reclamation costs (asset retirement obligations) and
the determination of accretion

Upon the completion of any mining activities, the Company will
ordinarily be required to undertake environmental reclamation activities in
accordance with local and/or industry standards. The estimated costs of these
reclamation activities are dependent on labour costs, the environmental impact
of the Company's operations, the effectiveness of the chosen reclamation
techniques, and applicable government environmental standards. Changes in any of
these factors could cause a significant change in the reclamation expense and
accretion charged in a period.

Stock-based compensation expense

From time to time, the Company grants share purchase options to
directors, employees, and service providers. The Company uses the Black-Scholes
option pricing model to estimate a value for these options. This model, and
other models which are used to value options, require inputs such as expected
volatility, expected life to exercise, and interest rates. Changes in any of
these inputs could cause a significant change in the stock-based compensation
expense charged in a period.

Warrants

The Company from time to time may grant share purchase warrants
as part of its capital raising and under the conclusion of business
transactions. The Company uses the Black-Scholes option pricing model to
estimate a value for these warrants. This model, and other models which are used
to value the warrants, require inputs such as expected volatility, expected life
to exercise, and interest rates. Changes in any of these inputs could cause a
significant change in the fair value attributed to warrants issued in a
period.

Future income taxes

Future income tax assets and liabilities are computed based on
differences between the carrying amount of existing assets and liabilities on
the balance sheet and their corresponding tax values, using the substantively
enacted income tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Future income tax assets also result from unused loss carry forwards and other
deductions. Future tax assets are recognized to the extent that they are
considered more likely than not to be realized. The carrying value of future
income tax assets is adjusted, if necessary, by the use of a valuation allowance
to reflect the estimated realizable amount.

Financial instruments

If the value for a financial instrument cannot be obtained from
an active market, the Company establishes fair value by using valuation
techniques. These include the use of recent arms length transactions, reference
to other instruments that are substantially the same, discounted cash flow
analysis, and option pricing models refined to reflect the issuers specific
circumstances. Changes in any of these inputs could cause a significant change
in the fair value of the financial instruments in a period.

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|YEAR ENDED DECEMBER 31, 2009        
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**1.14
Adoption of new Accounting Policies**

Effective January 1, 2009, the Company adopted the following
accounting standards updates issued by the Canadian Institute of Chartered
Accountants (CICA). These new standards have been adopted on a prospective
basis with no restatement to prior period financial statements.

Goodwill and intangible assets (Section 3064 and
1000)

Section 3064 replaces CICA 3062 and provides guidance on the
recognition, measurement, presentation and disclosure of goodwill and intangible
assets, other than the initial recognition of goodwill or intangible assets
acquired in a business combination. The adoption of the Section had no impact on
the Companys consolidated financial statements.

Financial instruments (Section 3855)

Section 3855 was amended to change the categories into which a
debt instrument is required or permitted to be classified The impairment model
for held-to-maturity financial assets has also been changed to the incurred
credit loss model of CICA 3025. The amendment also requires, under specified
circumstances, the reversal of previously recognized impairment losses on
available-for-sale financial assets. These amendments apply to annual financial
statements for years beginning on/after November 1, 2008 The Section was also
amended to provide guidance concerning the assessment of embedded derivatives
upon reclassification of a financial asset out of the held-for-trading category
and to clarify the application of the effective interest method after a debt
instrument has been impaired.

The adoption of the Section had no impact on the Companys
consolidated financial statements.

Financial instrument disclosure (Section 3862)

In June 2009, the CICA amended Handbook Section 3862, Financial
Instruments  Disclosures, to enhance disclosures about fair value measurements
and the liquidity risk of financial instruments. These amendments are intended
to provide further detail on the relative reliability of the data or inputs used
to measure the fair value of the entities financial instruments. Specifically,
financial instruments recognized at fair value on the Consolidated Balance Sheet
must be classified in one of three fair value hierarchy levels.

The Company incorporated this amendment into its consolidated
financial statements (refer note 7 of the notes to the consolidated financial
statements).

Credit risk and the fair value of financial assets and
financial liabilities (EIC 173)

This Abstract confirms that an entitys own credit risk and the
credit risk of the counterparty should be taken into account in determining the
fair value of financial assets and financial liabilities, including derivative
instruments, for presentation and disclosure purposes. The adoption of this
Abstract had no significant impact on the Companys consolidated financial
statements.

Mining Exploration costs (EIC 174)

This Abstract considers when exploration costs related to
mining properties may be capitalized, and if exploration costs are initially
capitalized, when mining properties should be assessed for impairment to
determine whether a write-down is required, and what conditions indicate
impairment. The Abstract is effective for financial statements issued after
March 27, 2009. The adoption of this Abstract had no significant impact on the
Companys consolidated financial statements.

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|YEAR ENDED DECEMBER 31, 2009        
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**1.15
New accounting pronouncements**

The Canadian Institute of Chartered Accountants (CICA) has
issued the following amendments to standards which affect the financial
disclosures and results of operations of the Company for interim and annual
periods beginning January 1, 2010.

CICA 1582  Business Combinations

This Section replaces Section 1581 and effectively harmonizes
the business combinations standard under Canadian GAAP with International
Financial Reporting Standards (IFRS). The new standard revises guidance on the
determination of the carrying amount of the assets acquired and liabilities
assumed, goodwill and accounting for non-controlling interests at the time of a
business combination. Prospective application of the standard is effective
January 1, 2011, with early adoption permitted. The impact of CICA 1582 cannot
be determined until such time as the Company completes a business combination.

CICA 1601 and 1602  Consolidated Financial Statements and
Non-Controlling Interests

Concurrent with the issuance of CICA 1582, the CICA issued
Section 1601 and 1602, which replace Section 1600 Consolidated Financial
Statements. Section 1601 provides revised guidance on the preparation of
consolidated financial statements and Section 1602 addresses accounting for
non-controlling interests in consolidated financial statements subsequent to a
business combination. These standards are effective January 1, 2011, unless they
are early adopted at the same time as Section 1582. The Company is currently in
the process of evaluating the impact this will have on the Companys financial
statements.

1.16 Financial Instruments and Other Instruments

The Companys financial instruments consist of
available-for-sale and held-for-trading financial instruments and are recorded
at their fair value. Unrealized gains and losses arising from changes in the
fair value of available-for-sale financial instruments are recognized in the
statement of operations and comprehensive loss under other comprehensive loss,
whilst fair value changes on held-for-trading financial instruments are
recognized in the statement of operations.

The carrying amounts of financial instruments are as
follows:

Available-for-sale
    Held-for-tradingAt January 1, 2009 Cash movements during the period Conversion
      of convertible loan to shares Movements in fair value
    $ 899,624 
      - 1,035,308 3,025,751
    $ 33,629,078 
      55,915,244 - 127,492Balance, December 31, 2009
    $ 4,960,683
    $ 89,671,814


The financial risk exposure, inclusive of credit risk,
liquidity risk, market risk, foreign exchange risk, interest rate risk and
commodity price risk as well as the risk management policies employed by the
Company are disclosed in detail in the financial statements for the year ended
December 31, 2009.

1.17 Other MD&A Requirements

Additional information relating to the Company, including the
Company's Annual Information Form, is available on SEDAR at www.sedar.com.

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|YEAR ENDED DECEMBER 31, 2009        
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**1.17.1
International financial reporting standards (IFRS)**

The Company will be required to convert its accounting
framework to International Financial Reporting Standards (IFRS) at the latest
January 1, 2011. The Company is in the process of evaluating the impact of this
required conversion on the financial reporting and disclosure requirements of
the Company.

The Companys IFRS conversion project began during 2009. A
formal project plan, governance structure and a project team, including an
external advisor, have been established. The project philosophy is to align with
current accounting practices and, where possible, to minimize the impact of any
changes to the business. Regular reporting is provided to senior management and
the Audit Committee of the Board of Directors.

The IFRS conversion project consists of four phases:
diagnostic; design and planning; implementation; and post implementation. To
date, the Company has completed the diagnostic phase, which involved a
high-level review of the major differences between Canadian GAAP and IFRS. This
assessment has provided insight into those areas that will be impacted by the
conversion. These areas include the valuation of compound financial instruments,
accounting for property, plant and equipment, the effects of changes in foreign
currency exchange rates and alternatives available under IFRS 1  First Time
Adoption of IFRS.

The next phase of the conversion project plan, design and
planning is now underway where the Company is calculating the effect of these
identified differences on the opening balance sheet, income statement and
statement of equity as well as the comparative information that will be included
in the first reporting period under IFRS. Additional disclosures will also be
required under IFRS and the Company is in the process of assessing the
requirements and design the revised layout of its interim and financial
statements under IFRS.

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|YEAR ENDED DECEMBER 31, 2009        
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**1.17.2
Disclosure of Outstanding Share Data**

The following details the share capital structure as at March
18, 2010. These figures may be subject to minor accounting adjustments prior to
presentation in future consolidated financial statements.

Share Capital StructureEquity type
    Expiry date
    Exercise price
    Number granted
    TotalCommon shares
    
    
    
    337,918,067Share purchase options
    April 18, 2010 
      November 9, 2010
      December 31, 2010 February 4, 2011 February 18, 2011 March
      18, 2011 April 30, 2011 May 21, 2011 August 18, 2011
      October 30, 2011 December 11, 2011 February 11, 2012 April
      18, 2012 July 15, 2012 October 9, 2012 February 10, 2013
      April 10, 2013 December 11, 2013 January 14, 2014 February
      11, 2014 April 12, 2014 July 15, 2014
    $2.68 $3.12 $1.14 $3.00 $2.95
      $3.57 $2.45 $3.47 $2.78 $1.50 $1.25 $1.75
      $2.68 $1.49 $1.65 $1.78 $3.60 $1.25 $1.35
      $1.75 $1.49 $1.49
    16,667 
      130,000 400,000 176,668
      50,000 90,000 450,000 150,000 420,000 677,000
      3,953,919 3,666,066 90,000 700,167 340,000 950,000
      110,000 254,800 825,000 690,000 2,380,000 100,000
    16,620,287Warrants
    September 30, 2010 
      October 15, 2010
      December 12, 2011
    ZAR20.78 $1.60 $1.25
    1,684,312 
      57,500,000 26,994,240
    86,178,552Convertible
      debentures
    November 30, 2014
      $2.15
    58,837,209
    58,837,209Fully diluted
      shares
    
    
    
    499,554,115


1.17.3 Non GAAP measures

The Company makes reference to certain non-GAAP measures in its
reporting and believes that these measures, in addition to conventional measures
prepared in accordance with GAAP, are used by certain investors to evaluate the
Companys performance and ability to generate cash flow. Accordingly, these
measures are intended to provide additional information and should not be
considered in isolation or as a substitute for measures of performance prepared
in accordance with GAAP.

Cash cost

The Company reports total cash cost on a sales basis. In the
gold mining industry, this is a common performance measure but does not have any
standardized meaning. The Company also makes reference to cash cost excluding
haulage and milling due to the time delay between extracting the ore and
processing.

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The reconciliation of
  production cost to cash cost is presented below:

For the year ended December 31,
      2009
    For the year ended December 31,
      2008Production cost as per consolidated financial statements
      Unprocessed ore and precious metal in process movement for the
      year Less milling and haulage costs capitalized to closing
      inventory Less amortization, depletion and non-cash overhead
      costs included in production cost and capitalized to inventory
      valuation.
    $ 20,614,777 17,832,033
      (2,974,307) (1,434,624)
    $ 18,177,231 7,744,588 -
      (2,654,506)Total cash
      production costs for the year
    $ 34,037,879
    $ 23,267,313Gold equivalent ounces extracted (contained) Ore
      tons extracted Cash cost per gold equivalent ounce extracted
      (contained) excluding haulage and milling Cash cost per ton
      excluding haulage and milling
    81,214 70,563 $419 (US$367)
      $482 (US$423)
    80,305 50,161 $289 (US$272)
      $464 (US$435)


1.17.4 Disclosure Controls and Procedures

The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for
  establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and
  procedures are designed to ensure that information required to be disclosed in the Company’s filings
  under securities legislation is accumulated and communicated to management, including the CEO and
  CFO as appropriate, to allow timely decisions regarding public disclosure. They are designed to provide
  reasonable assurance that all information required to be disclosed in these filings is recorded, processed,
  summarized and reported within the time periods specified in securities legislation. The Company
evaluates its disclosure controls and procedures annually.

Under the supervision of our Chief Executive Officer and Chief Financial Officer,
  management conducted an evaluation of the effectiveness of our disclosure controls and procedures as at
  December 31, 2009 . Based on this evaluation, our Chief Executive Officer and the Chief Financial
  Officer have concluded that, as at December 31, 2009, our disclosure controls and procedures were
  effective to provide reasonable assurance that information required to be disclosed by us in our annual
  filings, interim filings or other reports that we file or submit under applicable securities legislation is
  recorded, processed, summarized and reported within the time periods specified in such legislation and
  that these controls and procedures also provide reasonable assurance that material information relating to
us is made known to our Chief Executive Officer and Chief Financial Officer by others.

It should be noted that while our officers believe that our disclosure controls and procedures provide a reasonable level of assurance with regard to their effectiveness, they do not expect that
  the disclosure controls and procedures or internal controls over financial reporting will prevent
  all errors and fraud. A control system, no matter how well conceived or operated, can only
provide reasonable, but not absolute, assurance that the objectives of the control system are met.

1.17.5 Internal Control over Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Company, (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with GAAP,
and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company, and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.

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|YEAR ENDED DECEMBER 31, 2009        
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Under the supervision of our Chief Executive Officer and our Chief Financial Officer,
  management conducted an evaluation of the effectiveness of our internal control over financial
  reporting as at December 31, 2009 based on the framework and criteria established in Internal
  Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the
  Treadway Commission. Based on this evaluation, our Chief Executive Officer and our Chief
  Financial Officer concluded that our internal control over financial reporting was effective as of
  December 31, 2009 to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with GAAP.

During the Companys fourth quarter, there were no changes in the
  Companys internal control over financial reporting that have materially
  affected or are reasonably likely to affect its internal control over financial
  reporting.

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