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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 40-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2006Commission File Number: 001-31729

GREAT BASIN GOLD
LTD.(Exact name of Registrant as specified in its charter)

|British Columbia Canada            | 1040                         | Not Applicable     
|---------------------------------- | ---------------------------- | -------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|Incorporation or Organization)     | Classification Code)         | Identification No.)

Suite 1020, 800 West Pender StreetVancouver,
British ColumbiaCanada V6C 2V8(604) 684-6365(Address
and telephone number of Registrants principal executive offices)

Corporation Service CompanySuite 400, 2711
Centerville RoadWilmington, Delaware 19808(800) 927-9800(Name, address (including zip code) and telephone number
(includingarea code) of agent for service in the United States)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|**Title Of Each Class**     | **Name Of Each Exchange On Which Registered**
|--------------------------- | ---------------------------------------------
|Common Shares, no par value | American Stock Exchange                      

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed
  with this Form: 
  [X] Annual Information Form                                                    [X]
  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the period
covered by the annual report: 113,411,713Common Shares

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number assigned
to the Registrant in connection with such Rule. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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INTRODUCTORY INFORMATION

In this annual report, references to the Company or Great
Basin, mean Great Basin Gold Ltd. and its subsidiaries, unless the context
suggests otherwise.

Unless otherwise indicated, all amounts in this annual report
are in Canadian dollars and all references to $ mean Canadian dollars.

PRINCIPAL DOCUMENTS

The following documents that are filed as exhibits to this
annual report are incorporated by reference herein:

- the Companys Annual Information Form for the year ended December
      31, 2006;
- the Companys Audited Consolidated Financial Statements as at and
      for the two years ended December 31, 2006 and 2005;
- the Companys Management Discussion and Analysis for the year ended
      December 31, 2006; and
- the Companys Supplementary Note entitled - Reconciliation with
      United States Generally Accepted Accounting Principles - Item 18as
      at December 31, 2006 and 2005 and for the years then ended prepared in accordance
      with Item 18 of Form 20-F.

FORWARD-LOOKING STATEMENTS

This annual report includes or incorporates by reference
certain statements that constitute forward-looking statements within the
meaning of the United States Private Securities Litigation Reform Act of
1995. These statements appear in a number of places in this annual report
and documents incorporated by reference herein and include statements regarding
the Companys intent, belief or current expectation and that of the Companys
officers and directors. These forward-looking statements involve known and
unknown risks and uncertainties that may cause the Companys actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. When used in this annual report or in documents incorporated by
reference in this annual report, words such as believe, anticipate,
estimate, project, intend, expect, may, will, plan, should,
would, contemplate, possible, attempts, seeks and similar expressions
are intended to identify these forward-looking statements. These forward-looking
statements are based on various factors and were derived utilizing numerous
assumptions that could cause the Companys actual results to differ materially
from those in the forward-looking statements. Accordingly, readers are cautioned
not to put undue reliance on these forward-looking statements. Forward-looking
statements include, among others, statements regarding:

- the Companys acquisition plans;
- the Companys expected financial performance in future periods;
- the Companys plan of operations, including its plans to carry out
  exploration and development activities;
- the Companys ability to raise capital for exploration and development
  activities;
- the Companys expectations regarding the exploration and development
  potential of the Companys properties; and
- factors relating to the Companys investment decisions.

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Certain of the assumptions the Company has made include
assumptions regarding, among other things:

- future commodity prices;
- the cost of carrying out exploration and development activities on the
  Companys mineral properties;
- the Companys ability to obtain the necessary expertise in order to carry
  out its exploration and development activities within the planned time
  periods; and
- the Companys ability to obtain adequate financing on acceptable terms.

Some of the risks and uncertainties that could cause the
Companys actual results to differ materially from those expressed in the
Companys forward-looking statements include:

- the speculative nature of the mineral resource exploration business;
- the exploration stage of the Companys mineral projects;
- the classification of substantially all the Companys mineral resources as
  measured, indicated, and inferred and not as mineral reserves of ore;
- the Companys lack of revenues the its history of financial losses;
- the Companys ability to recover the financial statement carrying values of
  its mineral property interests if ceases to continue on a going concern basis;
- the potential dilution of the Companys interest in its capital stock or
  alternatively of its Burnstone project in South Africa under black economic
  empowerment initiatives;
- loss of the services of any of the Companys executive officers;
- the volatility of gold and copper prices;
- changes in, or the introduction of US or South African government
  regulations relating to mining, including laws and regulations relating to the
  protection of the environment;
- potential claims by third parties to the Companys mining properties;
- the Companys ability to obtain adequate insurance for its operations;
- changes in the political environment in the jurisdictions in which the
  Companys assets are located;
- the highly competitive nature of the Companys business;
- fluctuations in exchange rates;
- limitations on the ability of the Company and its foreign subsidiaries to
  transfer assets between them;
- the historical volatility in the Companys share price;
- potential legal claims relating to the Companys projects;
- the Companys ability to obtain adequate financing for the further
  exploration and development of its mineral properties and the potential
  dilution to the Companys shareholders from any future equity financings;
- the consequences to U.S. investors of the Companys status as a passive
  foreign investment company; and

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- the potential dilution to the Companys shareholders from the exercise of
  outstanding options and warrants to purchase its shares.

Readers are referred to the section entitled Risk Factors in
the Companys Annual Information Form. The Company assumes no obligation to
update or to publicly announce the results of any change to any of the
forward-looking statements contained or incorporated by reference herein to
reflect actual results, future events or developments, changes in assumptions or
changes in other factors affecting the forward-looking statements.

CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNINGESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

The documents that have been incorporated by reference into
this annual report use the terms measured resources, indicated resources and
inferred resources. These resource estimates have been prepared in accordance
with Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects and the Canadian Institute of Mining and Metallurgy Classification
System. These standards differ significantly from the requirement of the United
States Securities and Exchange Commission (the SEC). Accordingly, resources
information incorporated by reference herein may not be comparable to similar
information concerning U.S. companies. Investors are advised that while the
terms measured resources, indicated resources and inferred resources are
recognized and required by Canadian regulations, including Canadian National
Instrument 43-101 , the SEC does not recognize them. Under United States
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.
Investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into reserves.These
terms have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be assumed
that all or any part of measured mineral resources, indicated mineral resources,
or inferred mineral resources will ever be upgraded to a higher category.
Investors are cautioned not to assume that any part of the reported measured
mineral resources, indicated mineral resources, or inferred mineral resources in
this annual report is economically or legally mineable.

Further, inferred resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. It cannot be assumed that all or any part of the inferred
resources will ever be upgraded to a higher category. Therefore, United States
investors are also cautioned not to assume that all or any part of the inferred
resources exist, or that they can be mined legally or economically. In
accordance with Canadian rules, estimates of inferred mineral resources cannot
form the basis of feasibility or other economic studies.

Disclosure of contained ounces is permitted disclosure under
Canadian regulations; however, the SEC only permits issuers to report
resources as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this annual report and the documents
incorporated by reference herein containing descriptions of our mineral deposits
may not be comparable to similar information made public by U.S. companies
subject to the reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations thereunder.

NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or
incorporated by reference in this annual report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S.

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companies. In addition, the definitions of proven and probable
reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide
7. Accordingly, information contained in this annual report and the documents
incorporated by reference herein containing descriptions of our mineral deposits
may not be comparable to similar information made public by U.S. companies
subject to the reporting and disclosure requirements under the United States
federal securities laws and the rules and regulations thereunder.

NOTE TO UNITED STATES READERS REGARDING
DIFFERENCESBETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its consolidated financial statements
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP) which principles differ in certain respects from those applicable in the
United States (US GAAP) and from practices prescribed by the SEC. The
Companys Supplementary Note Reconciliation with United States Generally
Accepted Accounting Principles  Item 18 that is incorporated by reference
herein, supplements the Companys financial statements set forth in its annual
report on Form 40-F in order to comply with Item 18 under Form 20-F. This
section should be read in conjunction with the consolidated financial statements
of the Company as at December 31, 2006 and 2005 and for the years then ended as
set forth in the Form 40-F and furnished under Form 6-K on April 3, 2007.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange
Act) to mean controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms and includes, without limitation, controls and procedures designed to
ensure that such information is accumulated and communicated to the issuers
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, our disclosure controls and procedures were
effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by us in reports that we file or
submit under the Exchange Act.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. Internal
control over financial reporting is a process designed by or under the
supervision of the Companys Chief Executive Officer and Chief Financial Officer
and effected by the Companys Board of directors, management or other personnel
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with GAAP. This process 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

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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.

The Companys management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of internal control over financial reporting 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 management has concluded that internal control
over financial reporting was effective as of December 31, 2006 to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with GAAP.

During the Companys most recently completed period, 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.

AUDIT COMMITTEE

The Companys Board of Directors has established a
separately-designated Audit Committee of the board in accordance with Section
3(a)(58)(A) of the Exchange Act for the purpose of overseeing the Companys
accounting and financial reporting processes and the audits of the Companys
annual financial statements. As at the date of this annual report, the Audit
Committee was comprised of David Elliott, Wayne Kirk and Walter Segsworth.

AUDIT COMMITTEE FINANCIAL EXPERT

The Companys Board of Directors has determined that David
Elliott, a member of the Audit Committee of the board, is an audit committee
financial expert (as that term is defined in Item 407 of Regulation S-K under
the Exchange Act) and is an independent director under applicable laws and
regulations and the requirements of the American Stock Exchange.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth information regarding amounts
billed by the Companys independent auditors for each of the Companys last two
fiscal years:

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|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2006                         | 
|Audit Fees         | $ | 234,175                      | 
|Audit Related Fees |   | 66,000                       | 
|Tax Fees           |   |                             | 
|All Other Fees     |   |                             | 
|Total              | $ | 300,175                      | 

Audit Fees

Audit fees are the aggregate fees billed by the Companys
independent auditor for the audit of the Companys annual consolidated financial
statements, reviews of interim consolidated financial statements and attestation
services that are provided in connection with statutory and regulatory filings
or engagements.

Audit-Related Fees

Audit-related fees are fees charged by the Companys
independent auditor for assurance and related services that are reasonably
related to the performance of the audit or review of the Companys financial
statements and are not reported under "Audit Fees." This category comprises fees
billed for employee benefit audits, due diligence assistance, consultations on
proposed transactions, internal control reviews and audit and attestation
services not required under applicable law, rules and regulations.

Tax Fees

Tax fees are fees for professional services rendered by the
Companys independent auditors for tax compliance and tax advice on actual or
contemplated transactions.

All Other Fees

All other fees relate to services other than the audit fees,
audit-related fees and tax fees described above.

Audit Committee Pre-Approval Policies

From time to time, the Companys management requests approval
from the Audit Committee of the Companys board for non-audit services from the
Companys independent auditors. The Audit Committee pre-approves all such
non-audit services with set maximum dollar limits. In considering these
requests, the Audit Committee assesses, among other things, whether the services
requested would be considered prohibited services as contemplated by the SEC,
and whether the services requested and related fees could impair the
independence of the Companys auditors.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Companys financial condition, changes in financial condition,
revenues, expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.

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CONTRACTUAL OBLIGATIONS

The Company did not have any material contractual obligations
as at December 31, 2006.

CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to its
  officers, employees and directors and promotes, among other things, honest and
  ethical conduct. The code also promotes compliance by the Companys Chief
  Executive Officer, Chief Financial Officer and other senior finance staff with
  the Sarbanes-Oxley Act of 2002. Investors may view the Companys Code of
  Ethics on the Companys web site at www.greatbasingold.com.

AMEX CORPORATE GOVERNANCE

The Companys common shares are listed for trading on The
  American Stock Exchange (AMEX). Section 110 of the AMEX company
  guide permits AMEX to consider the laws, customs and practices of foreign issuers
  in relaxing certain AMEX listing criteria, and to grant exemptions from AMEX
  listing criteria based on these considerations. A company seeking relief under
  these provisions is required to provide written certification from independent
  local counsel that the non-complying practice is not prohibited by home country
  law. A description of the significant ways in which the Companys governance
  practices differ from those followed by domestic companies pursuant to AMEX
  standards is contained on the Companys website at www.greatbasingold.com.

Upon listing, the Company received an exemption from its quorum
requirements. Under the AMEX listing standards, the quorum requirements is a
minimum of one third of shareholders entitled to vote for U.S. domestic
companies. The Company does not meet this requirement and has been granted
relief from this listing standard.

UNDERTAKING

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company previously filed an Appointment of Agent for
Service of Process and Undertaking on Form F-X signed by the Company and its
agent for service of process with respect to the class of securities in relation
to which the obligation to file this annual report arises.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company
certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: April 9, 2007. |  | GREAT BASIN GOLD LTD.  
|-------------------- |  | -----------------------
|                     |  |                        
|                     |  |                        
|                     |  |                        
|                     |  | By:                    
|                     |  | Zelda Smit             
|                     |  | Chief Financial Officer

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                          
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                                                                                                      
|99.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|99.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                            
|99.3    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                         
|99.4    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                         
|99.5    | Annual
        Information Form of the Company for the year ended December 31, 2006                                                                                                                                                                                                                      
|99.6    | Audited consolidated balance
        sheets as at December 31, 2006 and 2005 and consolidated statements of
        operations, deficit, and cash flows for the years then ended, including
        the notes thereto and report of our independent registered public accounting
        firm thereon (1)
|99.7    | Managements
        discussion and analysis of financial condition and results of operations
        for the year ended December 31, 2006 (1)                                                                                                                                                           
|99.8    | Supplementary
        Note entitled - Reconciliation with United States Generally Accepted
        Accounting Principles - Item 18 as at December 31, 2006 and 2005
        and for the years then ended prepared in accordance with Item 18 of Form
        20-F                                      
|99.9    | Consent
        of KPMG LLP                                                                                                                                                                                                                                                                              
|99.10   | Consent
        of James Currie                                                                                                                                                                                                                                                                          
|99.11   | Consent
        of David M.R. Stone of Minefill Services, Inc.                                                                                                                                                                                                                                           
|99.12   | Consent
        of Gernot Wober, P. Geo                                                                                                                                                                                                                                                                  
|99.13   | Consent
        of Gideon Johannes (Deon) Van Der Heever of GeoLogix Mineral Resource
        Consultants (Pty) Ltd.                                                                                                                                                                                     
|99.14   | Consent
        of A.D. Pooley, Pr Eng, Turgis Consulting (Pty) Ltd.                                                                                                                                                                                                                                     
|99.15   | Consent
        of R.J. Scheurenberg, Pr Eng, Knight Piesold (Pty) Ltd.                                                                                                                                                                                                                                  
|99.16   | Consent
        of Derek Rance, P Eng, Behre Dolbear & Company Ltd.                                                                                                                                                                                                                                      
|99.17   | Consent
        of Harry Meadon (Pr.Sci.Nat.), H M Exploration CC                                                                                                                                                                                                                                        

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|99.18 | Consent
      of D. Dodd, B.Sc. SAIMM, MDM Ferroman                    
|----- | -----------------------------------------------------------------------
|99.19 | Consent of J Goeller,
      EIS Practitioner, Knight Piesold (Pty) Ltd.

(1) Incorporated by reference to the Corporations Current
  Report on Form 6-K, furnished to the Securities and Exchange Commission on April
  3, 2007.

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