---









(Great Basin or the Company)



ANNUAL INFORMATION FORM for the year ended December 31,
2011



This Annual Information Form (AIF) is as of March 30,
2012

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| |  2  | Annual Information Form
| | ----- | -----------------------

|ITEM
      2 | TABLE OF CONTENTS                                                                        | 2 
|------------ | ---------------------------------------------------------------------------------------- | --
|ITEM 2       | TABLE OF
      CONTENTS                                                                  | 2 
|ITEM 3       | CORPORATE STRUCTURE                                                                      | 11
|ITEM 4       | GENERAL
      DEVELOPMENT OF THE BUSINESS                                                | 14
|ITEM 5       | DESCRIPTION OF BUSINESS                                                                  | 14
|ITEM 6       | DIVIDENDS                                                                                | 64
|ITEM 7       | DESCRIPTION OF CAPITAL STRUCTURE                                                         | 64
|ITEM 8       | MARKET FOR
      SECURITIES                                                              | 65
|ITEM 9       | ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL
      RESTRICTIONS ON TRANSFER | 67
|ITEM 10      | DIRECTORS AND
      OFFICERS                                                             | 67
|ITEM 11      | PROMOTERS                                                                                | 75
|ITEM 12      | LEGAL
      PROCEEDINGS                                                                  | 75
|ITEM 13      | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                               | 76
|ITEM 14      | TRANSFER AGENT
      AND REGISTRAR                                                       | 76
|ITEM 15      | MATERIAL CONTRACTS                                                                       | 76
|ITEM 16      | INTERESTS OF
      EXPERTS                                                               | 77
|ITEM 17      | ADDITIONAL INFORMATION                                                                   | 78
|ITEM 18      | DISCLOSURE FOR
      COMPANIES NOT SENDING INFORMATION CIRCULARS                         | 78
|ITEM 19      | CONTROLS AND PROCEDURES                                                                  | 78
|ITEM 20      | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS                    | 79
|ITEM 21      | OFF BALANCE SHEET ARRANGEMENTS                                                           | 81

LIST OF FIGURES

|FIGURE 1 - THE GREAT
      BASIN GROUP STRUCTURE AS AT MARCH 29, 2012          | 13
|------------------------------------------------------------------------------ | --
|FIGURE 2 - LOCATION OF BURNSTONE
      PROPERTY.                               | 17
|FIGURE 3 - HOLLISTER
      PROPERTY LOCATION                                   | 32
|FIGURE 4 - THE COMPANYS PROJECT AREAS
      IN TANZANIA                       | 48
|FIGURE 5 - SHIELD
      RESOURCES / SHANTA JV PROPERTIES IN THE LUPA GOLDFIELD | 49

LIST OF TABLES

|TABLE 1 - CANADIAN
      DOLLAR/US DOLLAR EXCHANGE RATE.                | 6 
|----------------------------------------------------------------------- | --
|TABLE 2 - SA RAND/US DOLLAR EXCHANGE
      RATE.                        | 6 
|TABLE 3 - SA
      RAND/CANADIAN DOLLAR EXCHANGE RATE.                  | 7 
|TABLE 4 - GREAT BASIN GOLD LTD CORPORATE
      STRUCTURE - MARCH, 2012  | 11
|TABLE 5 - DRILLING
      CONDUCTED BY GREAT BASIN  BURNSTONE PROPERTY. | 20
|TABLE 6 - MEASURED AND INDICATED
      RESOURCES 2011 BURNSTONE REPORT  | 23

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| |  3  | Annual Information Form
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|TABLE 7 - SUMMARY OF THE
      INFERRED RESOURCES AT VARIOUS CUT-OFF GRADES 2011 BURNSTONE REPORT.                                                                                                 | 23
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|TABLE 8 - SUMMARY OF THE BURNSTONE
      PROPERTY DILUTED RESERVE ESTIMATE AT A 350 CM G/T GOLD CONTENT CUT-OFF.                                                                                   | 24
|TABLE 9 - PRODUCTION
      RESULTS FOR THE 11 MONTHS ENDED DECEMBER 31, 2011.                                                                                                                      | 25
|TABLE 10 - ECONOMIC ANALYSIS ASSUMPTIONS
       BURNSTONE.                                                                                                                                        | 28
|TABLE 11 - FINANCIAL
      ANALYSIS  BURNSTONE (AFTER TAX).                                                                                                                                       | 28
|TABLE 12 - SENSITIVITY ANALYSIS USING
      DIFFERENT AU PRICES BURNSTONE.                                                                                                                        | 29
|TABLE 13 - CASH COST
      SENSITIVITY ANALYSIS USING DIFFERENT EXCHANGE RATES - BURNSTONE.                                                                                                        | 29
|TABLE 14 - BURNSTONE MINE  2012 AND
      2013 ESTIMATED CAPITAL COSTS.                                                                                                                           | 30
|TABLE 15 - HOLLISTER
      UNDERGROUND DRILLING STATISTICS  JANUARY 2011 TO FEBRUARY 2012.                                                                                                        | 38
|TABLE 16 - HOLLISTER UNDERGROUND
      DRILLING RESULTS  JANUARY 2011 TO FEBRUARY 2012.                                                                                                           | 38
|TABLE 17 - SUMMARY OF
      HOLLISTER MEASURED AND INDICATED RESOURCES                                                                                                                             | 40
|TABLE 18 - SUMMARY OF THE COMPANYS
      INFERRED RESOURCE ESTIMATE BY GOLD GRADE CUT-
      OFF,                      
      HOLLISTER GOLD MINE, HDB, HOLLISTER PROPERTY, JUNE 2010 (CIM 2005). | 40
|TABLE 19 - SUMMARY OF
      THE HOLLISTER GOLD PROJECT PROVEN AND PROBABLE ORE RESERVES                                                                                                            | 41
|TABLE 20  RESULTS FROM TRIAL MINING
      ACTIVITIES FOR THE 12 MONTHS ENDED DECEMBER 31, 2011 AND 2010                                                                                           | 42
|TABLE 21 - ECONOMIC
      ANALYSIS ASSUMPTIONS  HOLLISTER                                                                                                                                         | 43
|TABLE 22 - FINANCIAL ANALYSIS
      (AFTER-TAX).                                                                                                                                                   | 44
|TABLE 23 - SENSITIVITY
      ANALYSIS USING DIFFERENT AU PRICES HOLLISTER                                                                                                                         | 44
|TABLE 24 - US SAFETY STATISTICS.                                                                                                                                                                   | 45
|TABLE 25 - SHARE CAPITAL
      STRUCTURE.                                                                                                                                                          | 64
|TABLE 26 - TRADING OF THE COMMON SHARES
      ON THE TSX                                                                                                                                           | 65
|TABLE 27 - TRADING OF
      THE COMMON SHARES ON THE NYSE AMEX                                                                                                                                     | 66
|TABLE 28 - TRADING OF THE COMMON SHARES
      ON THE JSE                                                                                                                                           | 66
|TABLE 29 - DIRECTORS.                                                                                                                                                                              | 67
|TABLE 30 - BOARD COMMITTEES                                                                                                                                                                        | 68
|TABLE 31 - OFFICERS.                                                                                                                                                                               | 73
|TABLE 32 - MATERIAL CONTRACTUAL
      OBLIGATIONS                                                                                                                                                  | 77
|TABLE 33 - PRINCIPAL
      ACCOUNTANT FEES                                                                                                                                                         | 80

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| |  4  | Annual Information Form
| | ----- | -----------------------

PRELIMINARY NOTES

This
AIF includes certain statements that may be deemed forward-looking statements
and forward looking information. This AIF will be the basis of certain United
States securities filings. Accordingly we advise that these forward-looking
statements constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933and Section 21E of the Securities
Exchange Act of 1934.All statements in this AIF, 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 or
information. Although the Company believes the expectations expressed in such
forward-looking statements or information are based on reasonable assumptions,
such statements or information are not guarantees of future performance and
actual results or developments may differ materially from those in the
forward-looking statements or information. Factors that could cause actual
results to differ materially from those in forward-looking statements include
market prices for gold and silver, exploitation and exploration successes,
continued availability of capital and financing and general economic, market,
business, or governmental conditions. Investors are cautioned that any such
statements are not guarantees of future performance and those actual results or
developments may differ materially from those projected in the forward-looking
statements or information.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

Canadian Disclosure Regarding Mineral Properties

Readers
should be aware that the disclosure in this AIF, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with National
Instrument 43-101 Standards of Disclosure for Mineral Projects(NI
43-101). 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 AIF 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.
companies.

This
AIF includes mineral reserve estimates that 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
issued immediately in order to classify mineralized material as reserves under
the SEC standards. Accordingly, mineral reserve estimates contained in this AIF
in connection with the Burnstone Property may be calculated differently under
SEC standards and none of the reserves assigned to the Hollister Property herein
would qualify as ore reserves under SEC standards.

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| |  5  | Annual Information Form
| | ----- | -----------------------

In
addition, this AIF uses the terms measured mineral resources, indicated
mineral resources and inferred mineral resources to comply with the reporting
standards in Canada. We advise United States investors that while those terms
are recognized and required by Canadian regulations, the SEC does not recognize
them. United States investors are cautioned not to assume that any part or all
of the mineral deposits in these categories will ever be converted into mineral
reserves. These terms have a great amount of uncertainty as to their existence,
and great uncertainty as to their economic and legal feasibility. Further,
inferred resources have a great amount of uncertainty as to their existence
and as to whether they can be mined legally or economically. Therefore, United
States investors are also cautioned not to assume that all or any part of the
inferred resources exists. In accordance with Canadian rules, estimates of
inferred mineral resources cannot form the basis of feasibility or other
economic studies. 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 AIF is economically or
legally mineable.

In
addition, disclosure of resources using contained ounces is permitted under
Canadian regulations; however, the SEC only permits issuers to report
mineralization that does not qualify as a resource as in place tonnage and grade
without reference to unit measures.

For
the above reasons, information contained in this AIF and the documents
incorporated by reference herein containing descriptions of our mineral deposits
may not be comparable to similar information made public by United States
companies subject to the reporting and disclosure requirements under the United
States federal securities laws and the rules and regulations thereunder.

Canadian Generally Accepted Accounting Principles

Prospective
United States investors should be aware that the financial information contained
in this AIF or incorporated by reference herein has been prepared in accordance
with International Financial Reporting Standards (IFRS or GAAP) and (where
audited) have been subjected to Public Company Accounting Oversight Board
(United States) auditing and auditor independence standards. Accordingly, the
Companys financial statements may not be comparable to financial statements of
United States companies prepared in accordance with U.S. generally accepted
accounting principles. Canadian public companies are required to prepare
financial statements in accordance with IFRS, as issued by the International
Accounting Standards Board for financial years beginning on January 1, 2011. On
January 1, 2011, the Company adopted IFRS as the basis for preparing its
consolidated financial statements. The adoption of IFRS principles did not have
a material effect on the manner in which the Company reports its accounts.

Incorporation of Continuous Disclosure Documents by
Reference

In
this AIF, the Company, we, us, GBG or Great Basin  refers to Great
Basin Gold Ltd. and all its subsidiaries together unless the context otherwise
clearly requires.

See
also our audited consolidated financial statements for the fiscal years ended
December 31, 2010, and 2011 together with the auditors reports thereon, interim
consolidated financial statements, proxy circulars, news releases and other
continuous disclosure documents. These documents are available for review
on the SEDAR website located at www.sedar.com.

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| |  6  | Annual Information Form
| | ----- | -----------------------

The
foregoing documents have been filed publicly by Great Basin, paper copies of
which are available on request from the offices of Great Basin or on the SEDAR
website indicated above.

Currency and Metric Equivalents

All
currency amounts in this AIF are in Canadian dollars unless otherwise indicated.
On March 29, 2012, US$1.00 was equivalent to ZAR7.75, CDN$1.00 was
equivalent to ZAR7.75 and CDN$1.00 was equivalent to US$1.00, all as
reported by the Bank of Canada based on the noon exchange rate.

In
this AIF, the following conversion factors are used: 1 oz/ton = 34.2857 g/t; 1
g/t = 1 ppm; 1 g/t = 1,000 ppb. Gold equivalent (Au eqv) calculations use
US$1,400/oz for Au and US$30/oz for Ag

The
following table sets forth the rate of exchange for the Canadian dollar,
expressed in U.S. dollars, (i) in effect at the end of the periods indicated,
(ii) the average of exchange rates in effect on all days during the relevant
period, and (iii) the high and low exchange rates during such periods, each
based on the noon rate of exchange as reported by the Bank of Canada.

Table 1 - Canadian dollar/US dollar exchange rate.

Canadian dollar/US dollar exchange rate
        - Years Ended December 312011
      2010
      2009Rate at end of period
      0.9833
      1.0054
      0.9555Average rate for period
      1.0117
      0.9713
      0.8797High for period
      1.0583
      1.0054
      0.9716Low for period
      0.9430
      0.9278
      0.7692


**2011** The
  following table sets forth the rate of exchange for the South African Rand,
  expressed in U.S. dollars, (i) in effect at the end of the periods indicated,
  (ii) the average of exchange rates in effect on all days during the relevant
  period, and (iii) the high and low exchange rates during such periods, as reported
  by the Bank of Canada.

Table 2 - SA Rand/US dollar exchange rate.

SA Rand/US dollar exchange rate - Years
        Ended December 31**2011**
      2010
      2009Rate at end of period
      0.1238
      0.1518
      0.1355Average rate for period
      0.1386
      0.1368
      0.1201High for period
      0.1520
      0.1518
      0.1378Low for period
      0.1169
      0.1252
      0.0939


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| |  7  | Annual Information Form
| | ----- | -----------------------

The
following table sets forth the rate of exchange for the South African Rand,
expressed in Canadian dollars, (i) in effect at the end of the periods
indicated, (ii) the average of exchange rates in effect on all days during the
relevant period, and (iii) the high and low exchange rates during such periods,
as reported by the Bank of Canada.

Table 3 - SA Rand/Canadian dollar exchange rate.

Years Ended December 31**2011**
      2010
      2009Rate at end of period
      0.1259
      0.1510
      0.1418Average rate for period
      0.1368
      0.1409
      0.1362High for period
      0.1510
      0.1510
      0.1502Low for period
      0.1225
      0.1333
      0.1195


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| |  8  | Annual Information Form
| | ----- | -----------------------

GLOSSARY

In this AIF the following terms have the meanings set forth
herein:

|2011 Burnstone Report | a technical report entitled Technical Report Update on
      the Mineral Resource and Mineral Reserve Estimates for the Burnstone Gold
      Mine, Mpumalanga Province of the Republic of South Africa dated February
      8, 2011, prepared by Frederik J. de Bruin, Pr.Sci.Nat., of Deswik Mining
      Consultants, Johannes G. Oelofse, Pr. Eng., FSAIMM, Philip N. Bentley, Pr.
      Sci. Nat. and Daniel van Heerden, Pr. Eng., ECSA, FSAIMM, AMMSA, of
      Minxcon Consultants, filed on SEDAR on February 8, 2011.
|--------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2011 Hollister Report | a technical report entitled Technical Report on the
      Update of the Mineral Resource and Mineral Reserve Estimates for the
      Hollister Gold Mine, Elko County, Nevada, USA dated February 8, 2011,
      prepared by Johannes G. Oelofse, FSAIMM, Pr. Eng., Philip N. Bentley, Pr.
      Sci. Nat. and Daniel van Heerden, Pr. Eng., ECSA, FSAIMM, AMMSA, of
      Minxcon Consultants, filed on SEDAR on February 8, 2011                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Au Eqv                | the combined grade of gold, silver and other metals
      expressed as a gold equivalent.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|BEE                   | Black Economic Empowerment, a reference to South African
      legislative initiatives designed to help redress past injustices to
      historically disadvantaged persons.                                                                                                                                                                                                                                                                                                                                                    
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|cmg/t                 | centimetre grams per tonne (this is a measure of gold
      content).                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|DMR                   | Department of Mineral Resources (Previously the
      Department of Minerals and Energy) of the RSA.                                                                                                                                                                                                                                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Epithermal Deposit    | a type of deposit formed at low temperature (50-200
      degrees C), usually within one kilometer of the earths surface, often as
      structurally controlled veins.                                                                                                                                                                                                                                                                                                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Ga                    | billion years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|g/t                   | grams per ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|HDB                   | Hollister Development Block, a portion of the Hollister
      Property in Nevada.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|HDSA                  | Historically disadvantaged South African, a category of
      person intended to benefit from BEE laws.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|HVC                   | Hecla Ventures Corp. The Company purchased HVC and hence
      HVCs 50% earn-in right into the HDB in 2007. Its name has since been
      changed to Hollister Venture Corp.                                                                                                                                                                                                                                                                                                                                                   
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|I-Drift               | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|IRR                   | internal rate of return, the discount rate that would
      have to be applied to the projected future cash flows from an asset to
      make the net present value of the asset worth zero.                                                                                                                                                                                                                                                                                                                                    

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| |  9  | Annual Information Form
| | ----- | -----------------------

|JSE                                             | Johannesburg Stock Exchange or JSE Ltd, one of the three
      stock exchanges on which our common shares are listed.                                                                                                                                                                                                                                       
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|LOM                                             | life of mine.                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Ma                                              | million years.                                                                                                                                                                                                                                                                                                                                              
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Mineral Symbols                                 | mineral symbols which may be used herein are:                                                                                                                                                                                                                                                                                                               
|                                                | Au  Gold; Cu  Copper; Pb  Lead; Ag  Silver; Zn 
      Zinc; Mo  Molybdenum; Sb  Antimony; Se  Selenium; As  Arsenic; Hg 
      Mercury.                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|MPRDA                                           | Mineral and Petroleum Resources Development Act, 2002
      (RSA).                                                                                                                                                                                                                                                                                          
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NI 43-101                                       | National Instrument 43-101, the national securities law
      instrument in Canada respecting standards of disclosure for mineral
      projects.                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NPV                                             | net present value, the current value of the discounted
      projected future cash flows from an asset at an assumed % discount rate
      and a form of proxy value for the asset.                                                                                                                                                                         
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NYSE Amex                                       | New York Stock Exchange Amex (formerly American Stock
      Exchange), one of the three stock exchanges on which our common shares are
      listed.                                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|oz/ton                                          | troy ounces per ton.                                                                                                                                                                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Paleoplacer or Witwatersrand Gold
      Deposit | an ancient surficial deposit that was formed by
      mechanical concentration of heavy mineral particles, such as gold, from
      weathered debris which has since been covered by younger rocks and is no
      longer visible on surface. The Witwatersrand Basin in South Africa hosts
      the most well-known examples of this type of gold deposit.
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|RSA                                             | Republic of South Africa.                                                                                                                                                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|SEC                                             | Securities and Exchange Commission of the United States.                                                                                                                                                                                                                                                                                                    
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Sulphide                                        | a compound of sulphur with another element, typically a
      metallic element or compound.                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ton (imperial)                                  | 2,000 pounds.                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|tonne or t (metric)                           | 1.102 tons.                                                                                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|TSX                                             | Toronto Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                       
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ZAR                                             | South African Rand.                                                                                                                                                                                                                                                                                                                                         

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| |  10  | Annual Information Form
| | ------ | -----------------------

Resource Category (Classification) Definitions

The
discussion of mineral deposit classifications in this AIF adheres to the mineral
resource and mineral reserve definitions and classification criteria published
by the Canadian Institute of Mining and Metallurgy in 2005. Estimated mineral
resources fall into two broad categories dependent on whether the economic
viability of them has been established and these are namely resources
(economic viability not established) and mineral reserves (viable economic
production is feasible). Resources are sub-divided into categories depending on
the confidence level of the estimate based on level of detail of sampling and
geological understanding of the deposit. The categories, from lowest confidence
to highest confidence, are inferred resource, indicated resource and measured
resource. Reserves are similarly sub-divided by order of confidence into
probable (lowest) and proven (highest). These classifications can be more
particularly described as follows:

A
Mineral Resource is a concentration or occurrence of diamonds, natural
solid inorganic material, or natural solid fossilized organic material including
base and precious metals, coal, and industrial minerals in or on the Earths
crust in such form and quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge.

An
Inferred Mineral Resource is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.

An
Indicated Mineral Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape and physical characteristics can be
estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.

A
Measured Mineral Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape, and physical characteristics are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.

A
Mineral Reserve is the economically mineable part of a Measured or
Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the time
of reporting, that economic extraction can be justified. A Mineral Reserve
includes diluting materials and allowances for losses that may occur when the
material is mined.

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| |  11  | Annual Information Form
| | ------ | -----------------------

A
Probable Mineral Reserve is the economically mineable part of an
Indicated and, in some circumstances, a Measured Mineral Resource demonstrated
by at least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified. The US Securities and Exchange Commission require permits in hand
or imminent to classify mineralized material as reserves.

A
Proven Mineral Reserve is the economically mineable part of a Measured
Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This
Study must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting,
that economic extraction is justified. The US Securities and Exchange Commission
requires permits to be in-hand or imminent to classify mineralized material as
(ore) reserves.

ITEM 3      CORPORATE
STRUCTURE

Name, Address and Incorporation

We
were incorporated under the name Sentinel Resources Ltd. on March 19, 1986 under
the laws of the province of British Columbia, Canada. From that date through
1997 we underwent various mergers and acquisitions and became Great Basin Gold
Ltd. with our final merger on December 31, 1997. We continue to be governed by
the laws of British Columbia, especially the Business Corporations Act (BC), but
are also subject to corporate and securities laws in South Africa and securities
laws in the United States. The below noted subsidiaries will be subject to the
corporate laws of their jurisdiction of incorporation. Our registered office is
located at Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver,
British Columbia, Canada V6E 4N7, and our operational head office is located at
138 West Street, Sandton, 2146, South Africa.

Incorporate Relationship

We
operate directly and through our subsidiaries as follows:

Table 4 - Great Basin Gold Ltd Corporate Structure -
March, 2012.

Great
        Basin Gold Ltd Corporate Structure  March, 2012Name of Subsidiary
      Jurisdiction of Incorporation
      Ownership InterestGreat Basin Gold
        Inc.
      Nevada, USA
      100%Rodeo Creek Gold
        Inc.
      Nevada, USA
      100%
        (held through Great Basin Gold Inc.)Antler Peak Gold
        Inc.
      Nevada, USA
      100%
        (held through Great Basin Gold Inc.)Hollister Venture
        Corp.
      Nevada, USA
      100%
        (held through Rodeo Creek Gold Inc.)Touchstone Resources
        Company
      Nevada, USA
      100%
        (held through Rodeo Creek Gold Inc.)N5C Resources Inc.
      Cayman
        Islands
      100%N6C Resources Inc.
      Cayman
        Islands
      100%
        (held through N5C Resources Inc.)Southgold Exploration
        (Pty) Ltd
      South
        Africa
      100%,
        (held through N6C Resources Inc.)


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Great Basin Gold Ltd Corporate Structure
         March, 2012Name of Subsidiary
      Jurisdiction of Incorporation
      Ownership InterestPuma Gold (Pty) Ltd
      South Africa
      100% (held through Southgold Exploration (Pty)
        Ltd)Great Basin Gold RSA (Pty) Ltd
      South Africa
      100% (held through N6C Resources Inc.)GBG Rusaf Gold Ltd
      Canada
      100%Boulder Investments Ltd
      Cyprus
      100% (held through GBG Rusaf Gold Ltd.)Kurils Holdings Ltd
      British Virgin Islands
      100% (held through GBG Rusaf Gold Ltd.)Franklyn Ltd
      British Virgin Islands
      100% (held through GBG Rusaf Gold Ltd.)Goldtone Ltd
      British Virgin Islands
      100% (held through GBG Rusaf Gold Ltd.)Graceholm Finance Ltd
      British Virgin Islands
      100% (held through GBG Rusaf Gold Ltd.)Shield Resources Ltd
      Tanzania
      100% (held through Boulder Investments Ltd.)Kakapo Resources Ltd
      Tanzania
      100% (held through Shield Resources Ltd)Kurils Project Holdings Ltd
      British Virgin Islands
      100% (held through Kurils Holdings Ltd.)Reef Resources1 Ltd
      Tanzania
      100% (held through Franklyn Ltd.)Premier Resources Ltd
      Tanzania
      100% (held through Goldtone Ltd.)Protocol Exploration Ltd
      Tanzania
      100% (held through Graceholme Finance Ltd.)


|Note: | 1) Reef Resources Ltd was
      formerly known as Reef Miners Ltd
|----- | -----------------------------------------------------------------

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GBG GroupStructure



Figure 1 - The Great Basin GroupStructureas at March 29, 2012.

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ITEM 4      GENERAL
DEVELOPMENT OF THE BUSINESS

History

Great
Basin is a mining company engaged in the acquisition, exploration and
development of precious metal deposits. The Company currently has two material
projects, namely (a) the Hollister gold project, acquired in 1997, and which is
located on the Carlin Trend goldfield in Nevada, USA (the Hollister Property)
and the other one (b) the Burnstone gold mine, acquired in 2002, and which is
located in the Witwatersrand Basin goldfields in South Africa (the Burnstone
Property).

At
the Hollister Gold Project, an underground exploration, development and trial
mining program is underway to test various mining techniques on the known gold
vein system. As well, bulk ore samples are being extracted to confirm the
feasibility analysis data and to test the performance of a local, dedicated ore
mill and processing plant, the Esmeralda Mill.

At
the Burnstone Mine, the Company has now completed development of an access
decline, a vertical haulage shaft, metallurgical plant (Metallurgical Plant)
and other infrastructure needed for mining and processing of gold bearing ore
found in wide horizontal Kimberley Reefs. The first designated mining area at
Burnstone is currently being actively mined and additional gold resources are
known to exist outside the first mining area.

Both
the Hollister Gold Project and the Burnstone Mine are the subjects of several NI
43-101 technical reports, the latest prepared in February 2011 which are all on
file at www.sedar.com. The February 2011
technical reports serve as the basis for much of the available technical
information about the projects referred to in this AIF. Both these reports are
still considered by the Company to be materially correct, however, some of the
information from these reports is updated herein based on subsequent experience
or events and for which updates the named qualified persons have assumed
responsibility.

The
Company plans to conduct some further early stage exploration on a number of
other prospects in Africa and Nevada. The Company does not consider these
prospects or the exploration plans for them to be material at this time and they
have not been the subject of any NI 43-101 technical reports.

Significant Acquisitions

The
Company did not acquire or dispose of any material properties during 2011.

**ITEM 5**      DESCRIPTION
  OF BUSINESS

General

We
are engaged in the business of gold mining and acquiring ownership of or
interests in, exploring and, where warranted, developing precious metals
deposits. For the past five years we have focused on two primary projects: (a)
the Hollister Property on the Carlin Trend in Nevada, USA, where feasibility
work was completed in 2007 and updated technical reports in 2009 and 2011 on a
portion of the property called the Hollister Development Block (HDB), and
where an underground exploration, trial mining and development program is
underway, and (b) the Burnstone Property in the Witwatersrand Basin goldfields in
South Africa, for which an initial area feasibility study was completed in 2006,
followed by an optimized feasibility study in 2007,and updated in 2009 and
2011.

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A New Order Mining Right under the MPRDA was granted for the
Burnstone mine in October 2008, which allows the Company to mine gold, silver,
and aggregate. The Company has now completed development of an access decline, a
vertical haulage shaft, Metallurgical Plant and other infrastructure needed for
mining and processing of gold bearing ore found in wide horizontal Kimberley
Reefs with commercial mining activities commencing in February 2011.

In
addition to our two primary projects, we hold interests in early stage mineral
prospects known as the Tsetsera Property in Mozambique and properties in
Tanzania. The Company has disposed of its non-material property on Iturup (part
of the Kurils Islands in the Russian Federation).

Burnstone Property, South Africa

Unless
stated otherwise, information of a technical or scientific nature related to the
Burnstone Property contained in this AIF is summarized or extracted from a
technical report entitled Technical Report Update on the Mineral Resource and
Mineral Reserve Estimates for the Burnstone Gold Mine, Mpumalanga Province of
the Republic of South Africa dated February 8, 2011, prepared by Frederik J. de
Bruin, Pr.Sci.Nat., of Deswik Mining Consultants,Johannes G. Oelofse,
Pr. Eng., FSAIMM, Philip N. Bentley, Pr. Sci. Nat. and Daniel van Heerden, Pr.
Eng., ECSA, FSAIMM, AMMSA, of Minxcon Consultants, filed on SEDAR on February 8,
2011. Mr. Oelofse has since resigned from the Company while Mr. Bentley remains
an employee of Great Basin and Messrs. van Heerden and de Bruin are independent
of the Company.

All information relating to the contents of the 2011 Burnstone
Report, including, but not limited to statements of the Burnstone Propertys
potential and information such as capital and operating costs, production
summary, and financial analysis are forward looking statements. The 2011
Burnstone Report was prepared to support the August 2010 Burnstone mineral
resource estimate.

The
following are the principal risk factors and uncertainties which, in
managements opinion, are likely to most directly affect the ultimate
feasibility of the Burnstone Property. The mineralized material at the Burnstone
Property is currently classified as a measured and indicated resource, and a
portion of it qualifies under Canadian and US mining disclosure standards as a
proven and probable reserve. The Company advises investors that while the
terms measured and indicated resources are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize it.
Investors are cautioned not to assume that all of mineral deposits in the
measured and indicated categories will ever be converted into reserves.The references to proven reserves and probable reserves,
in this AIF have been determined in accordance with Canadian securities
regulations (under National Instrument 43-101 Standards of Disclosure for
Mineral Projects), which differ from the SECs standards for reserve
classification (also see Cautionary Note to United States Investors
above and Risk Factors below).Costs, including design, procurement,
construction and ongoing operating costs and metal recoveries could be
materially different from those contained in the 2011 Burnstone Report. Energy
risks include the potential for significant increases in the cost of fuel and
electricity. The 2011 Burnstone Report assumes specified, long-term price levels
for gold. The price of this metal is historically volatile, and the Company has
no control of or influence on its price which is determined in international
markets. There can be no assurance that the price of gold will continue at
current levels or that it will not decline below the prices assumed in the 2011
Burnstone Report. Prices for gold have been below the price ranges assumed in
the 2011 Burnstone Report at times during the past ten years, and for extended
periods of time. Other general risks include those ordinary to producing mines,
including the need to comply with generally increasing environmental
obligations, and accommodation of local and community concerns. South African
mining tenure laws require that significant economic ownership in Burnstone be
held by historically disadvantaged South Africans (HDSAs) and for which
ownership rights the Company may not be significantly compensated. The Company
has an agreement with Tranter Gold (Pty) Ltd (Tranter) a which represents the required interest by HDSA. This agreement
is described in more detail under Item 21 below. The economics of the Burnstone
Property are sensitive to the US Dollar and South African Rand exchange rate and
this rate has been subject to large fluctuations in the last several years.

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Burnstone Property Description and Location

The
Burnstone Property is located approximately 80 kilometre southeast of
Johannesburg, near the town of Balfour in the Mpumalanga Province of South
Africa. (See Figure 2: Location of Burnstone Property).

Geologically
it is situated in the South Rand Basin of the Witwatersrand Basin., and
comprises mineral rights covering approximately 35,000 hectares situated on
portions of 32 mineral titles known in RSA as farms. Continuing advanced
exploration and pre-development work has been underway at the Burnstone Property
since 2007. The Burnstone Property has progressed from an advanced stage
exploration property through to the feasibility study level, and commenced
commercial production in February 2011.

Gold occurs within the Kimberley Reef, a gold-bearing
conglomerate unit that is one of four main gold-bearing horizons in the
Witwatersrand Basin. Prior to November 2004, the mineral resources on the
Burnstone Property were partitioned into four areas depending on the amount of
drilling and status of geological interpretation. Mineral resources, selected
using the same criteria applied previously, are now known to occur within most
of the previous Areas 1, 2, 3, and 4 which are combined as the Resource Area
(See Figure 2: Location of Burnstone Property below). Gold mineralization
in the Resource Area is distributed in Kimberley Reef conglomerate beds over an
area of approximately 18 kilometre long by 6 kilometre wide. The average reef
thickness of the conglomerate horizon in the measured and indicated resource
categories portion of the 2011 resource estimate which constitute informing
mining blocks for the mine plan averages 73 cm in thickness. In addition to the
Resource Area, gold-bearing Kimberley conglomerate has been intersected by
exploratory drill holes in areas outside of the Resource Area on the Burnstone
Property.

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Figure 2 - Location of Burnstone Property.

Source: Great Basin

The
Burnstone Property titles included in the Mining Right are 100% held through a
subsidiary and are held royalty-free except for an estimated 4% royalty on
refined gold payable to the government of SA as provided for in the Mineral and
Petroleum Resources Royalty Act (the Royalty Act). The Royalty Act came into
force on March 1, 2010 and provides for the payment of a royalty on gross sales
of gold on a bi-annual basis. The royalty percentage is calculated on a
prescribed formula being applied to earnings before interest and tax of the
Burnstone project. Great Basin has secured, by way of purchase agreements, the
required surface rights for the mine plan at the Burnstone Property. Refer to
Item 12 for a description on a pending dispute with Goldfields Ltd on a
historical 2% net smelter royalty over a portion of the Burnstone Property.

In
2007 Great Basin completed a series of transactions in order to achieve
compliance with South Africas post-apartheid legislation designed to facilitate
participation HDSAs in the mining industry. This legislation is reflected in the
South African Mining Charter and required Great Basin to achieve a target of 26%
ownership by HDSA in the Companys South African projects by 2014. In order to
comply with these regulations, Tranter Burnstone (Pty) Ltd (Tranter), an HDSA
company, acquired 19,938,650 Great Basin treasury common shares for $38 million
(ZAR260 million) which, because it involved indirect economic participation in
both the Hollister and Burnstone projects, was deemed equivalent to a 26%
interest in Burnstone. Tranter borrowed ZAR200 million ($27 million) from
Investec Bank Ltd (Investec), a South African bank, to partly fund the
purchase the shares and Great Basin gave a loan guarantee in favour of Tranter
limited to ZAR140 ($19 million) million. The current status as well as the financial implications of
this transaction is described in Item 21 below.

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By
concluding this transaction with Tranter, Great Basin complied with the Black
Economic Empowerment provisions of the Mining Charter and the MPRDA and was able
to submit its application for a Mining Right in the name of Southgold over the
Burnstone Property to the DMR in September 2007. During October 28, 2008 the DMR
granted a Mining Right to Southgold to mine gold, silver and aggregate at the
Burnstone Property. The Mining Right was notarially executed by the DMR and the
Company, effective February 17, 2009 for a period of 18 years and the
Environmental Management Program for Area 1 was approved on the same date.

In
addition, the mandatory Environmental Impact Assessment (EIA) for Area 2 has
been completed and submitted to the authorities for approval, which is pending.

The
majority of the Burnstone Property area is currently under active agricultural
farming and grazing and as such has no known existing material environmental
liabilities that could impact the project.

The
government of RSA has jurisdiction over activities, communities, habitat users
and other interests that may be affected by mining. In particular, the DMR has
jurisdiction over mineral rights within the Burnstone Property is located.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The
Burnstone Property is accessed from the main Johannesburg to Durban highway via
the Heidelberg South highway at the Balfour exit. The town of Balfour is located
approximately 18 kilometre east of the Durban highway. From the municipality of
Balfour the Burnstone Property is accessible via a network of unpaved roads,
approximately 6.5 kilometre east of the town of Balfour. The adjacent town of
Balfour and the surrounding Dipaleseng municipality have a population of about
37,000 people and an employable population of about 14,000, however the majority
of the district population have low skill levels.

The
Burnstone Property is situated in a physiographic region known as the South
African Highveld, lying at an altitude of 5,480 feet (1,670 meters ).
Topographic relief in the area is primarily gently rolling grassland terrain.
The area has a mild climate, with about six weeks of chill and frost in
mid-winter (July- August). Due to the relatively high altitude the winter nights
can be cool. The rainy season occurs during the summer and drought conditions
usually prevail in winter. Summer rainstorms can be intense and can be
accompanied by substantial lightning and hailstorms. The Balfour area has been
intensively farmed for corn and hay for nearly 100 years, consequently there is
very little indigenous vegetation remaining in the area of the property.

The Burnstone Property is crossed by national power utility,
ESKOM, grid power lines, two gas pipelines and by two rail lines, one being the
main Johannesburg to Durban trunk line. There are three rail sidings on the
Burnstone Property. The Balfour municipal water supply from the Haarhoff dam has
excess pipeline capacity, sufficient to service the mine and mills potable water
needs and the initial construction needs. Future potable water requirements will
be satisfied from groundwater purified through a reverse osmosis plant.

Raw
water for the long term operation of the mine/mill can be obtained from the Vaal
River Eastern Sub-System Augmentation Pipeline project which was commissioned
during 2008. Currently, indications exist that sufficient make-up water could be
available from underground sources. The decision to establish the raw water
supply infrastructure was therefore put on hold in the medium term, although the Company is in the process of
acquiring the necessary approvals from the authorities to construct and take
water from the pipeline

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The
nearest airport is the O.R. Tambo (Johannesburg) International Airport located
west of Johannesburg and some 70 kilometre northwest of the Burnstone Property.

History

Gold
was first discovered in the South Rand area in 1887, leading to the
establishment of a number of small mines and prospects that operated,
intermittently, from 1892 to 1962. The Heidelberg-Roodepoort Mine was the
largest single historical producer in the area. The Kimberley Reef was well
developed in the Heidelberg-Roodepoort Mine, and gold mineralization was
consistent making extraction viable over the full mine lease area. Operations
were eventually terminated in 1942 when mining encountered a fault at a depth of
300 m that vertically displaced the Reef. The displaced portion was later mined
from the Kildare Gold Mine property.

Exploration
drilling in the Burnstone Property area was conducted intermittently during the
period 1974 to 1993; initially by Union Corporation Ltd., and later by Gencor.
Anglovaal Ltd (presently known as Avgold Ltd) also drilled a number of holes
during this period. Southgold Exploration (Pty) Ltd (Southgold), a privately
owned resource company drilled three boreholes, during the late 1990s and early
2000, and drilled an additional 15 boreholes from May to July 2002. Southgold
then commissioned Global Geo Services to geologically model the deposit and
estimate a resource contained in an area that approximates what was
previouslycalled Area 1 gold deposit on the Burnstone Property.

In
November 2002, Great Basin entered into an option agreement with Southgold, to
purchase up to 100% of Southgold on a phased basis. Southgold hence became a
wholly owned subsidiary of Great Basin. At the time the Company signed the
option agreement with Southgold, the Burnstone Property encompassed 26,470
hectares. Since then, Southgold and Great Basin have actively secured additional
land holdings in the area, and have divested their interest in lands of little
geological merit. As a result, the Burnstone Property now encompasses
approximately 35,000 hectares.

In
addition, mineral rights to 4% of the measured and indicated mineral resources
on the Burnstone Property were previously held by Puma Gold Ltd (Puma),
however, in July 2008 the Company acquired the entire shareholding of Puma for
US$6 million, thereby securing the entire resource.

Geology

The
Witwatersrand Basin is underlain by an Archaean (>3.1 Ga) granite-greenstone
basement and rocks of the 3,086  3,074 Ma Dominion Group, and is unconformably
overlain by the Ventersdorp (2.7 Ga), Transvaal (2.6 Ga) and Karoo (280 Ma)
Supergroups. Prior to 1990, it was widely believed that the Archean granites
represented the floor upon which the sediments had been deposited. However,
recent U-Pb isotope dates of granites adjacent to the Basin indicate that
several intrusions were emplaced between 3,074 and 2,714 Ma and that each event
might have predated sedimentation in the basin.

The
Witwatersrand deposits probably represent gold concentrations, called placer
deposits (or reefs, in local mining terminology), hosted within coarse-grained
sediments (conglomerates) deposited in braided stream channels on broad river
plains. Economic gold concentrations commonly extend for several kilometers down
the dip, and for up to 50 kilometers (30 miles) along strike of the sedimentary rock units. Gold occurs as detrital
grains in nugget-like shapes and secondary (re-crystallized) grains, ranging in
size between 0.005 and 0.5 mm diameter.

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The
Witwatersrand Basin has been affected by several structural events. Many studies
now differentiate between deformation that was taking place during deposition of
the Witwatersrand sediments and subsequent deformation. Deformation that
occurred during the deposition of the sediments played a key role in the
distribution and thickness of the host rocks as well as the occurrence of the
gold-bearing reefs. Later faulting and buckling of the sequence determined which
parts of the basin remained buried, and the depths to mineable horizons.

The
South Rand area is located in the north eastern part of the Witwatersrand Basin.
In the South Rand, the Witwatersrand sequence is thinner than in other parts of
the Basin. The West Rand Group, comprising about 4,920 feet (1,500 metre) of
alternating quartz arenite and shale units, unconformably overlies the Archaean
granite-greenstone basement rocks. The overlying Central Rand Group strata are
approximately 2,950 feet (900 meters) thick and include the Kimberley Reef
horizon, which is the main gold-bearing unit on the Burnstone Property. The
Johannesburg Subgroup, including the Bird amygdaloidal lava and the Kimberley
shale, is about 985 feet (300 meters) thick. The Turffontein Subgroup is
approximately 1,970 feet (600 meters) thick and is made up of a sequence of
quartz arenites and conglomerates that correlate with the Elsburg Formation.

An
18 kilometre (11-mile) long northwest-southeast gold trend has been outlined on
the Burnstone Property that appears to be associated with a large, ancient,
braided channel system extending over the property. Drilling has also shown that
two northwest-southeast trending sub-parallel faults, spaced 4 kilometre (6
miles) apart, have uplifted the central portion of the gold corridor. As a
result, a substantial portion of the gold-bearing horizon along the main deposit
trend lies between 820 and 2,640 feet (250 and 750 meters) in depth, which is
relatively shallow for Witwatersrand gold deposits. The average thickness of the
reef in the current mine plan is 73 cm.

Exploration and Mineralization

The
Company has carried out a series of drilling programs on the Burnstone Property
since January 2003, as summarized in Table 5below. Early drilling was
designed, firstly, to test and better define the deposit in preparation for
engineering studies within Area 1 and, secondly, to extend exploration into the
surrounding areas (Areas 2, 3 and 4) with the purpose to identify and delineate
potential economically viable areas.

Table 5 - Drilling Conducted by Great Basin  Burnstone
  Property.

Period
      Target Area
      CommentsJanuary 2003 to November 2004
      Areas 1, 2, 3, and 4
      Basis of initial Mineral Resource
        Estimate, January 2005.March 2005 to August 2006
      Focused on exploring the other potential
        areas within the greater option area. These areas include the farms Roodepoort
        598IR, Rietfontein 561IR and Rietbult Estates 505IR where the Kimberley
        Reef outcrops and some historic mining were undertaken.
      Work included surface mapping, drilling
        some shallow (vertical and incline) core holes, trenching, surface and
        underground sampling and auger sampling over tailings dump areas and looked
        at the Kimberley Reef, and Bird Reef as well as the Scattered Reef zone
        on Roodepoort 598IR.August 2006 to January 2007
      Areas 1 and 2
      Basis of Mineral Resource Estimate,
        January 2007.February 2007 to January 2008
      Areas 1, 2 and 4.
      Basis of Mineral Resource Estimate,
        January 2008.


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Period
      Target Area
      CommentsJanuary to December 2008
      Areas 1, 3 and 4.
    Mineral Resources in Review.January to March 2009
      Areas 1, 3 and 4
    Basis of Mineral Resource Estimate September
      2009March 2009 to June 2010
      Area 1 and 2
    Basis of Mineral Resource Estimate June 2010June 2010 to December 2011
      Area 1 and 2
    Basis of Mineral Resource Estimate October 2011


The
mineral resources of the Burnstone deposit have previously been grouped into
four areas depending on the amount of drilling and status of geological
interpretation. Updated mineral resource estimates, selected using the same
criteria applied previously, now occur within most of the previous Areas 1, 2,
3, and 4 and are now combined and referred to as the Resource Area. Gold
mineralization in the Resource Area is distributed in conglomerate beds known as
the Kimberley Reef over an area of approximately 18 kilometre long by 6
kilometre wide. The average reef thickness of the conglomerate horizon in the
measured and indicated resource categories portion of the 2011 resource estimate
which constitute informing mining blocks for the mine plan averages 73 cm in
thickness. In addition to the Resource Area, gold-bearing Kimberley conglomerate
has been intersected by exploratory drill holes in areas outside of the Resource
Area on the Burnstone Property, encompassing an even greater area.

Sampling and Analysis

At
the Balfour logging facilities, drill core was photographed, geologically logged
and selectively sampled. These facilities have since been relocated to the
Burnstone Property. All sampling is undertaken by a sampling team under the
supervision of a Chief Sampler and a responsible Geologist who have established
a detailed protocol to ensure sampling of the primary target Kimberley Reef rock
cores was correctly undertaken and that pertinent sampling information was
recorded for resource analysis studies. All core is photographed with beginning,
ending and intermediate intervals clearly marked on each box. Core is
photographed prior to sampling or any other procedure that may disturb the
initial orientation of the core as it was originally placed in the storage box
or container.

Core
recovery has generally been very good, averaging 99.7% for the sampled
intervals. In addition to this, specific gravity measurements are taken prior to
sampling marked intervals in the Kimberley Reef and surrounding wall rocks. The
core is logged in appropriate detail including identification of lithology,
structure, alteration, mineralization and other notable characteristics.
Percentages of core recovery of Rock Quality Descriptor (RQD) are included in
the log.

The
whole width of the Kimberley Reef is sampled with a 2 cm bounding sample on both
the hanging wall and footwall contact. When internal quartzite is present within
the Kimberley Reef package, the reef is sampled according to lithological
boundaries, provided that internal quartzite is larger than 10 cm. if the
internal quartzite portion is less than 10 cm it is included in the reef sample.

Core
samples are split on the centre line lengthwise using a diamond-tipped rock saw
blade. The top half of the core is used for sampling and the bottom half is
returned to the core box and stored in the core shed.

The Burnstone Mine has designated a laboratory that is to be used as its
primary analytical laboratory. All initial analysis is performed by the
primary laboratory and check sample analysis of randomly selected samples is
completed by a secondary laboratory (Umpire Lab). Other laboratories may be
used to further validate results when necessary. In the past, Lakefield and
ALS Chemex laboratories have conducted primary assays. With the
development of the Burnstone mining operation, an on-site analytical facility
has been capitalised, and is managed by Performance Laboratories. Most on-mine
analyses are conducted here, and round robin checks are also undertaken for
quality assurance and compliance purposes. Evaluation channel samples are
assayed at ALS Chemex, Modderfontein, Johannesburg.

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Mineral Resource Estimates

The
Burnstone Mineral Resources have been revised in-line with the Mineral Reserve
estimate update as discussed below. The Mineral Resources estimate was completed
in June, 2011 and announced in a press release on October 13, 2011. At a 300
cmg/t cut-off, the current update reflects a slight increase in tonnage (3%) and
a slight drop in grade (-6%) when compared to the August 2010 estimate

The
Burnstone Mine has progressed from a development project to the gold production
stage, and is now in a build-up phase with steady state production expected by
2014. The updated mineral resources, which include the mines mineral reserves,
have been depleted by production to June 30, 2011 and are stated as of that
date.

The
mineral resource classification method applied in this update is in line with
that utilized in the August 2010 estimate, with a minimum of six informing
samples used for estimates in the Measured category, a minimum of three
informing samples used for Indicated, and two informing samples used for
Inferred. The total number of informing Kimberley Reef intersections utilized
for the estimate is 2050, a substantial increase from the 610 intersections used
in the 2010 estimate. For the 2011 estimate, these include 514 from surface
boreholes (339 in 2010), 42 from underground boreholes (35 in 2010), and 1494
from underground channel composite samples (362 in 2010). In addition, a total
of 819 historic deflections from surface boreholes have been used, where
appropriate, for assay and sedimentological confirmation. Geozones developed
from deposit modeling in the area of interest were updated as part of the basis
for the estimation, but remain very similar to those used in the August 2010
resource update. These zones are delineated by a combination of variable
geological parameters such as channel width, gold grade (g/t) and gold
accumulation (cmg/t), footwall lithology, and sedimentary facies.

Variography,
generated from the current geostatistical analyses for the estimates, is in line
with previous observations. The continued underground exposure of Kimberley Reef
from mine development is providing a basis for detailed evaluation data (channel
samples) and structural mapping. All told, the results continue to demonstrate
higher confidence in the estimated total Measured and Indicated resources.

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe AIF 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.


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Table 6 - Measured and Indicated Resources  October
2011.

Classification
      Content cmg/t cut
      off
      Mtonnes
      Au g/t
      Au ozMeasured
    300
    38.8
    5.34
    6.664,900350
    34.8
    5.52
    6,166,600Indicated
    300
    28.1
    6.59
    5,947,780350
    25.8
    6.83
    5,654,100Total Measured and Indicated
    300
    66.9
    5.87
    12,612,600350
    60.5
    6.07
    11,820,700


Source: Great Basin

Cautionary Note to Investors Concerning Estimates of
      Inferred ResourcesThe AIF 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.


Table 7 - Summary of the Inferred Resources  October
2011.

Classification
      **Content cmg/t**
        **cut off**
      Mtonnes
      Au g/t
      Au ozInferred
    300
    72.8
    4.30
    10,061,900350
    61.0
    4.60
    11,820,700


Notes to Table6 and Table 7:

|1) | Mineral resources that are not mineral reserves do not
      have demonstrated economic viability.                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                           
|2) | Metallurgical recoveries are not applied to resource
      values.                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                           
|3) | Mineral resources at an economical cut-off grade lower
      than the Mineral reserves disclosed below is included
in Table 6 and Table 7 above
as the Company expects the increase in the estimated long term gold prices to
allow for a reduction in the economical cut-off grade used in determining
Mineral resources.

Source: Great Basin

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Mineral Reserves

The Mineral Reserves have not been updated following the October 2011 Mineral
Resource update. The Mineral Reserves presented and discussed in this AIF is
supported by the 2011 Burnstone Report.

At a cut-off gold content of 350 centimeter-grams per tonne (cmg/t) the combined
Proven and Probable Mineral reserves of the Burnstone Mine are 6.4 million Au oz
grading 4.47 g/t (0.13 oz/ton) Au after application of a 95% Call Factor for
mining and a 95% metallurgical recovery. Currently, 53% of the measured and
indicated mineral resources have been converted into Proven and Probable
Reserves. (No adjustment has been made for 2011 production of 23,361 Au ounces
as being immaterial).

The
opening up of Kimberley Reef exposures with the underground mine development has
provided a major increase in evaluation data, namely through channel sampling
and mapping. The previous phases of surface drilling leading up to the
feasibility study and subsequent mine development, because of their vertical
orientation, missed intersecting certain post-mineral (i.e. after formation of
the Kimberley Reef) structures. Certain undetected structures, including an 80m
throw graben structure in the B2 mine block area (see above), have seriously
disrupted the mine development momentum. Preliminary investigations have been
initiated into an appropriate geophysical survey investigation to assist
detection and modelling of structural features including a 3D seismic survey,
Downhole Radar and deep penetration ground IP methods. These geophysical methods
may provide more timely and ongoing cost effective mapping tools so as to
further mitigate structural discordances of the Kimberley Reef.

Cautionary Note to Investors Concerning Reserve
Calculations

The
following table refers to proven reserves and probable
reserves, which have been determined in accordance with Canadian securities
regulations (under National Instrument 43-101 Standards of Disclosure for
Mineral Projects), which differ from the SECs standards for reserve
classification.

Table 8 - Summary of the Burnstone Property Diluted
Reserve Estimate at a 350 cm g/t Gold Content Cut-off.

Category
      Tonnes Treated
      Recovered Grade (g/t)
      Recovered Au content (oz)Proven
    29,784,000
    4.11
    3,933,000Probable
    14,436,000
    5.23
    2,427,000Proven and Probable Reserve
    44,220,000
    4.47
    6,360,000


|Note: | The gold ounces reported above are as stated by the
        Company. They were calculated by the Company by applying a gold price
        of US$ 1,000 per Troy ounce. Dilution factors including LHS panels where
        the channel width is < 60 cm and Metallurgical Recovery factors of
        95% for Au were applied. Source 2011 Burnstone Report (figures as of January,
        2011).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Underground and Surface drilling

No
surface exploration drilling has been undertaken at the Burnstone Property since
2009. During early 2011 a graben fault displacing the B2 mining block was
detected. An umbrella infill drilling programme consisting of 100 meter spacing
between informing points (Kimberly Reef intersections) was launched to determine
the exact location of the B2 block and to mitigate any risk of finding a similar
structure in the medium term mine plan. Approximately 19,000 meters of umbrella
type infill drilling was completed by December 2011 in the 24 month mining area
which confirmed the location of the B2 block and indicated no other major
faults. This drilling will continue to ensure that any potential displacement is
identified in a timely manner to allow for incorporation into the mine plan. Due
to the vertical nature of earlier phases of surface drilling on the Burnstone
Property, the displacement of the B2 mining block was not previously identified.
The infill drilling has provided comfort on the locality of geological
structures to be expected in the near term mining plan, but also indicated that
there was no significant loss of mineral resources due to the faulting.

Mine Development

The
initial mine capital expenditure program has been completed and the mine
commenced with production build-up in February 2011. Major capital projects that
include the vertical shaft, Metallurgical Plant, decline, ventilation shaft and
required surface and underground infrastructure were commissioned by January
2011. The components of the mine required to enter commercial production have
thus been completed and commissioned and therefore concludes the development
phase of the project. Further development costs are being capitalized as per the
Companys accounting policy.

Planned
mine development rates were negatively influenced by the interruptions caused by
the lack of permanent power supply, excessive water that had to be handled
through temporary de-watering infrastructure and labour costs were higher due to
a decision to recruit and train labour from the local community. The slower rate
of mine development had a negative impact on the previously projected
development costs.

US$530 million of the initial project capital expenditure was
completed by December 31, 2011

Production Results

Table 9 - Production results for the 11 months ended December
  31, 2011.

11 months ended
    December 31 2011Ore development (meters)
    8,402Waste development (meters)
    6,441Total development (meters)
    14,843Stoping (square meters)
    22,943Ore tonnes to surface  development
    499,309Ore tonnes to surface  stoping
    80,472Ore tonnes to surface  total
    579,781Contained Au oz extracted - development
    13,845Contained Au oz extracted - stoping
    7,609Contained Au oz extracted - total
    21,454


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11 months ended
    December 31 2011Contained average grade Au eqv oz/tonne (g/t) development
    0.03 (0.89 g/t)Contained average grade Au eqv oz/tonne (g/t)  stoping
    0.09 (3.04 g/t)Contained average grade Au eqv oz/tonne (g/t)  total
    0.04 (1.19 g/t)Tonnes milled
    775,524Recovered Au oz
    23,361Recovery % Au
    88%Au oz sold
    21,989


66%
additional waste development had to be undertaken during the six months ended
June 30, 2011 due to the Graben fault encountered in the planned mining area.
The additional waste development during the first six months of 2011 had a
negative impact on ore development, with only 35% of the planned ore development
achievable. 67% of the planned ore development for H2 2011 was completed with
the available ore development ends now averaging over 38, up from 2 in June
2011. The ore to waste development ratio improved during 2011 with ore
development increasing to 73% of total development by December 31, 2011. The
targeted ratio being 85% ore and 15% waste development at steady state
production.

Due to the temporary water handling system being unable to handle the volumes of water generated from increasing mining activities, underground
flooding experienced in the latter part of 2011 and early 2012 had an impact on
the advancement of development. This issue has now been resolved following the
upgrading of the temporary water handling system. Additional pumps and back-up
pump columns are providing additional capacity to not only recirculate the
water, but also to transport service water to all working ends, which will
improve rates of development and stoping. The Company expects the mine to meet
its first development milestone of 1,500 ore development meters per month in the
second quarter of 2012. To achieve these rates, the mine will need a minimum of
38 ore development ends and each development end must advance on average by
approximately 40 meters a month. By the end of March 2012, ore development rates
in excess of 38 meters per end per month were being achieved and 38 ore
development ends were available following the dewatering of all of the ends by
March 30.

The
continuing development of stoping blocks will open up additional development
ends and allow ore development to increase to an average of 2,500 meters per
month from approximately 63 reef development ends by the fourth quarter of 2012.
This additional development will provide mining flexibility with an estimated
eight months of mineable reserves being available by the end of 2012 which will
further enhance the production build up during 2013 and 2014 to steady state
production. The Company is also focusing on infrastructure improvements to
improve capacity and productivity of ore handling underground which includes an
automated ore loading system (completed), ore conveyer systems from the C mining
block, a decline ramp down to the shaft bottom to allow for effective spillage
clean-up and the completion of the first of three permanent clear water dams,
inclusive of tailings settling dams by July 2012.

Further optimization of the Long Hole Stoping mining method continued during
2011 with a revised stope lay-out design, the Up-Dip Strike Pillar being
implemented. This design increases the square meters available for stoping for
each meter of ore developed by 88% from nine to over 17 square meters compared
with the initial L-Pillar design. The ore development meters to open up the
required 30,000 stope square meters per month will reduce from 2,307 meters to
1,764 meters at full production as a result of the revised stope lay-out. This
reduction in ore development meters will allow the Company to expedite building
up its ore reserves with flexibility in mining areas improving substantially. The concentration of mining will also have a
positive effect on the Companys trackless mining equipment, labour and
ventilation requirements. There will be a steady build-up over the next 18
months towards the target of having a one year ore reserves developed.

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| |  27  | Annual Information Form
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The
revised up-dip strike pillar layout also allows for improved cleaning and can be
adjusted in size depending on the available ground. Strike drives can be
developed at any spacing, (e.g. at 50 meters if a stope block is required sooner
or if a fault is intersected). The stope block will then only be 30x50 meters.
Cleaning with water jets is also improved with the cleaning gulley that will cut
through the support pillar and will allow the operator to remove ore at a down
dip angle. The 20 meter holes that will be drilled at an up-dip angle which will
resolve challenges with de-sledging the holes drilled at a down-dip angle and
thus becoming self-cleaning.

The
shortfall in ore development not only impacted on the mined ounces, but also on
the availability of stopes. A key ratio is the extracted Au ounces from ore
development and stoping (development/stoping ratio). This ratio impacts on the
head grade of tonnes delivered to the mill which in turn impacts on the
recovered and sold ounces. 36% of contained Au ounces delivered to the mill were
derived from stoping during 2011 compared to a targeted development/stoping
ratio at steady state production of 65% of contained ounces from stoping. Ore
development remains the key to delivering the planned production build-up and
will therefore be the priority focus for 2012.

In
order to alleviate congestion and to prepare for the planned increase in blasted
ore tonnes as the development rates increase, removing blasted material from
underground received preference in February 2012. Drilling of stopes, however,
continued during this period which will allow for an increased rate of
production build up in March 2012. Over 12,000 m2 (up from 7,200
m2in December 2011) of prepared stopes were available at the end of
February 2012 for mining. In addition just over 6,000 m2 are
partially developed. Achieving a minimum of 1,500 meters of ore development per
month by July 2012 will allow for an average of 22,000 m2 of stoping
and a production rate in excess of 10,000 ounces per month.

The
Burnstone Metallurgical Plant is performing in line with expectations with
775,524 tonnes processed during 2011, an average of 65,000 tonnes per month.
Mill feed is controlled to account for the lower than planned ore from
development and stopes with the mill capacity being in excess of 145,000 tonnes
per month. The low ore head grade delivered to the mill impact on the recoveries
which is expected to improve to the targeted industry average of 95% as the
grade increases in line with the average mineral reserve grade for the Burnstone
Mine.

Financial analysis

The
Company believes the economic, financial and sensitivity analysis of the
Burnstone Mine reserves contained in the February 2011 Burnstone report set out
in Table 10 to 12below remain valid. While the Company experienced much
lower production rates and higher costs in 2011 as further discussed below,
these were attributable to specific events such as the unexpected faulting and
other typical mine start-up challenges. The Company notes that the metal prices
assumed in the February 2011 Burnstone Report are much lower than current prices
and near term forecasts of for gold and silver prices. The Company may update
the economic analysis once the mine has advanced its production build-up to
approximate run-rate levels approaching anticipated normal operations. This will
allow for more accurate assessment and evaluation of the LOM costs to be
expected once steady state production of 220,000  250,000 Au ounces per annum
is achieved. Current operating parameters are not representative of those
expected of steady-state production.

The
tables below provide a summary of the key parameters and results of the February
2011 financial analyses conducted on the Burnstone Property. The proven and
probable reserves that form the basis of the financial analysis have been determined
in accordance with Canadian regulations under NI 43-101, which differ from the
SECs standards for such classification. See cautionary notes to United States
Investors above.

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Table 10 - Economic Analysis Assumptions  Burnstone.

Assumptions
      2011 estimatesAu Price
    US$1,000/ozUS$/ZAR exchange rate
    1 US$ = ZAR9Proven and Probable reserves used
      for the financial model
    44 million tonnes @ 4.47 g/t6.4 million oz of AuPercentage of measured and indicated
      resources used in financial model
    53%Gold recovery
    95%


Source: 2011 Burnstone Report

Table 11 - Financial Analysis  Burnstone (After
Tax).

2011 EstimatesCash Operating Costs
    US$450/ozIRR
    40.29%* NPV (5%)
    US$1,530 M* NPV (10%)
    US$1,090 MPayback
    3 yearsMine life
    26 years


Source: 2011 Burnstone Report

Sensitivity Analysis

A
sensitivity analysis was conducted to understand the impact on NPV by varying
the Gold Price from US$800 to US$1,400 as well as the US$/ZAR exchange rate from
US$1 = ZAR7  ZAR10. A summary of the analysis is tabled below.

Table 12 - Sensitivity Analysis using different Au prices
Burnstone.

Au priceUSD/ZAR exchange rate
      $800
      $1,000
      $1,200
      $1,400US$m
      US$m
      US$m
      US$mUS$1 = ZAR7
      631
      1,167
      1,706
      2,243US$1 = ZAR8
    835
    1,372
    1,909
    2,446US$1 = ZAR9
    993
    1,530
    2,067
    2,605US$1 = ZAR10
    1,119
    1,657
    2,194
    2,731


Source: 2011 Burnstone Report

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| |  29  | Annual Information Form
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Table 13 - Cash Cost Sensitivity Analysis Using Different
Exchange Rates - Burnstone.

USD/ZAR exchange rateUS$1 = ZAR7
      US$1 = ZAR8
      US$1 = ZAR9
      US$1 = ZAR10Cash costs per ton
      82
      72
      65
      59Cash costs per ounce
      568
      501
      450
      408


Source: 2011 Burnstone Report

Cash Cost

In
particular, the Company does not believe that the 2011 cash costs per ounce of
US$1,801 represented a valid guide for longer term expectations for several
reasons. Firstly the 2011 costs were calculated on a very small amount of gold
produced (23,361 ounces) whereas LOM expectations are for 220,000  250,000 Au
ounces to be produced on average per year. The LOM cash costs are also
calculated on a US$/ZAR exchange rate of ZAR9 (US$1:ZAR9) compared to the
average US$/ZAR exchange rate of US$1:ZAR7.31 for 2011. The average grade of
material delivered to the mill for processing during 2011 was 1.19 g/t compared
to the LOM average as per the mineral reserve statement of 4.47 g/t in the
February 2011 Burnstone Report. The reason for the relative low grade of
material mined during 2011 is due to the high ratio of development to stoping
material delivered to the Metallurgical Plant. A more accurate measurement of
costs during the production build-up phase is on a per tonne basis. Applying a
US$/ZAR exchange rate of ZAR7.31 to the February 2011 Burnstone Report as well
as the actual costs incurred during 2011 results in a US$70 per tonne achieved
for 2011 compared to US$72 per the February 2011 Burnstone Report. The
additional waste development completed during 2011 did however impact positively
on cash costs due to the increased percentage of support costs being absorbed by
this activity. Based on the actual results for 2011, once LOM production
efficiencies are achieved, the Company believes that a cash cost of US$72 per
tonne remains achievable.

Cash
costs includes direct and indirect development and stoping costs, engineering,
environmental, safety, Metallurgical Plant and site services, geology, general
and administration, skills development levies, insurance, royalties, milling
costs and contingencies in each section.

Capital Costs

Capital
costs of US$130 million were incurred during 2011, which were higher than the
estimate of US$105 million for a number of reasons. The additional development
required to access the planned mining areas (resulting from the graben fault)
contributed to the increase in expected capital as well as the final costs
incurred on commissioning and close out of the major capital projects. The additional development required also necessitated
an increase of the mining equipment to ensure the right suite of equipment is
available.

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Planned
mine development rates were negatively influenced by the interruptions caused by
the lack of permanent power supply, excessive water that had to be handled
through temporary de-watering infrastructure and labour costs were higher due to
a decision to recruit and train labour from the local community. The slower rate
of mine development had a negative impact on the previously projected
development costs.

The
Companys estimates of capital to be spent in 2012 and 2013 are presented in
Table 14below.

Table 14 - Burnstone Mine  2012 and 2013 Estimated
Capital Costs.

**2012 Estimates** (US$
      million)
      **2013 Estimates** (US$
    million)Mine development
    56
    34Vertical shaft
    7
    -Mining equipment
    12
    7Total Estimated Capital
    75
    41


Source: Management estimates. Exchange rate of US$1.00 =
ZAR7.50.

The LOM capital estimate will be updated when a revised
economical assessment, as discussed earlier, is prepared.

Plans for 2012

Following
a review of the current production levels and progress of underground
development and infrastructure, the Company expects the Burnstone Mine to
produce between 90, 000 to 100,000 Au ounces at a cash cost of US$900 to
US$1,000 per oz for the 2012 fiscal year. These cash costs targets represent an
improvement on the actual costs achieved in 2011 (US$1,801 per oz), however the
high ratio of development to stoping ore will impact on the head grade delivered
to the mill and cash costs for the balance of 2012. All equipment required for
the production build up is in place. All of our mining teams are currently in
place and are undergoing intensive team training to enable them to plan, assess
and adjust to the constantly increasing rate of production.

The expected production range also contemplates for the
previously disclosed upgrade and completion of underground and shaft
infrastructure. Achieving the planned production build-up would allow the
Burnstone Mine to generate positive cash flow after capital investment (assuming
a gold price of US$1,650 and a US$/ZAR exchange rate of 7.50) during the third
quarter of 2012.

Hollister Property, Nevada

Unless
stated otherwise, information of a technical or scientific nature related to the
Hollister Property contained in this AIF is summarized or extracted from a a
technical report entitled Technical Report on the Update of the Mineral
Resource and Mineral Reserve Estimates for the Hollister Gold Mine, Elko County,
Nevada, USA dated February 8, 2011, prepared by Johannes G. Oelofse, FSAIMM, Pr. Eng., Philip N. Bentley, Pr. Sci. Nat. and
Daniel J. van Heerden, Pr. Eng., ECSA, FSAIMM, AMMSA, of Minxcon Consultants,
filed on SEDAR on February 8, 2011 Mr. Oelofse has since resigned from the
Company, Mr. Bentley remains an employee of Great Basin, and Mr. Van Heerden is
independent of the Company.

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All information relating to the contents of the 2011 Hollister
Report, including but not limited to statements of the HDB projects potential
and information such as capital and operating costs, production summary, and
financial analysis are forward looking statements. The 2011 Hollister Report was
prepared to quantify the HDB projects capital and operating cost parameters and
to determine the projects likelihood of feasibility and optimal production
rate. The capital and operating cost estimates which were used, have been
developed based on detailed capital cost to production level relationships.

The following are the principal risk factors and uncertainties
which, in managements opinion, are likely to most directly affect the ultimate
feasibility of the HDB project. The mineralized material at the HDB project is
currently classified as a measured and indicated resource, and a portion of it
qualifies under Canadian mining disclosure standards as a proven and probable
reserve, but readers are cautioned that no part of the HDB projects
mineralization is considered to be a reserve under US mining standards as all
necessary mining permits would be required in order to classify the projects
mineralized material as an economically exploitable reserve. Although work has
been done to confirm the mine design, mining methods and processing methods
assumed in the 2011 Hollister Report, construction and operation of the mine and
processing facilities depend on securing environmental and other permits on a
timely basis. Additional permits, when required, have yet to be applied for and
there can be no assurance that required permits can be secured or secured on a
timely basis. Although costs, including design, procurement, construction and
on-going operating costs and metal recoveries have been established at a level
of detail required for a feasibility study, these could be materially different
from those contained in the 2011 Hollister Report. There can be no assurance
that these infrastructure facilities can be developed on a timely and
cost-effective basis. Energy risks include the potential for significant
increases in the cost of fuel and electricity. The 2011 Hollister Report assumes
specified, long-term prices levels for gold. The price of this metal is
historically volatile, and the Company has no control of or influence on its
price which is determined in international markets. There can be no assurance
that the price of gold will continue at current levels or that it will not
decline below the prices assumed in the 2011 Hollister Report. Prices for gold
have been below the price ranges assumed in the 2011 Hollister Report at times
during the past ten years, and for extended periods of time. Other general risks
include those ordinary to very large construction projects, including the
general uncertainties inherent in engineering and construction cost, the need to
comply with generally increasing environmental obligations, and accommodation of
local and community concerns.

Hollister Property Description and Location

The
Hollister Property is located in Townships 37 and 38 North, Range 48 East,
Ivanhoe Mining District, Elko County, Nevada (see Figure 3). The
Hollister Property consists of a total of 950 unpatented, federal mining claims,
covering over 69 square kilometers. It is situated on Nevadas 80 kilometre long
Carlin Trend gold belt and is the host of classic Carlin-style low sulphidation
epithermal banded veins in Ordovician sediments containing high grade precious
metal values. Initial feasibility work was completed in mid-2007. Since that
time, the Company has focused on permitting, additional development to prepare
for production and additional underground and surface drilling.

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| |  32  | Annual Information Form
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Figure 3 - Hollister Property Location.

Source: 2011 Hollister Report

The
HDB is currently being accessed for test mining, underground continuity
drilling, and to obtain bulk samples through an excavated decline. Gold and
silver mineralization occurs in multiple, steeply dipping vein systems.
Permitting and pre-development work are ongoing, and more recently the Companys
underground drilling program has continued to better define the vein
mineralization leading to the Companys 2008, 2009 and 2010 mineral resource
updates contained in previously filed technical reports. Vein systems within the
HDB are the most thoroughly explored on the Hollister Property and are within the
location of the mineral resources and reserves described below.

The
Hollister Property was purchased by the Company from a subsidiary of Newmont
Mining Corporation, which had previously operated a leach recovery mine there to
exploit some near surface mineralization. Great Basins primary focus is the
deeper gold bearing system lying underneath an area covering approximately 5% of
the Hollister Property, and known as the Hollister Development Block, or HDB.
Feasibility work in 2007 and ongoing work through 2009 have determined the
presence of proven and probable mineral reserves (as further discussed
below.

The
HDB was a joint venture with Hecla Mining Corp. from 2002 to 2007. In 2007 the
Company purchased Heclas 50% interest for US$60 million. Great Basin currently
owns a 100% interest in the claims comprising the Hollister Property, subject to
certain royalty interests ranging from 3% to 5% of any net smelter returns (also
described in more detail below).

Pursuant
to the terms of a purchase agreement (the Ivanhoe Agreement) dated August 13,
1997, with a subsidiary of Newmont Mining Corporation (Newmont) and Touchstone
Resources Company (Touchstone), Great Basin acquired Newmonts 75% interest in
the Hollister Property. A Great Basin subsidiary later acquired Touchstone, which owned
the other 25%. A total of 504 claims are listed in the purchase agreement. Of
these, 380 claims are subject to a 5% net smelter royalty (NSR) held by
Newmont and 45 claims are subject to conditions under a lease agreement with the
Hillcrest/Finley River partnership (described next paragraph).

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| |  33  | Annual Information Form
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The
45-claim Hillcrest/Finley River claim block is under an 80-year lease from the
Hillcrest/Finley River partnership which expires October 27, 2080. This
partnership retains an underlying NSR of 2% and receives annual lease payments
of US$50,000 subject to increase. In each 20-year renewal period the annual
lease payments will be increased by US$5,000. Newmont holds an additional 3% NSR
on the Hillcrest/Finley River claims. Under the Ivanhoe Agreement, Great Basin
agreed to share Newmonts future reclamation costs for past mining at the
Hollister Property on the basis of one third of such expenditures over US$4.5
million but less than US$6 million (US$500,000 maximum) and 25% of expenditures
over US$6 million. Under the Ivanhoe Purchase Agreement, Newmont retains title
to 62 of the Hollister Property mining claims (the Reclamation Area) until
reclamation is complete, at which time Great Basin will have the right, but not
the obligation, to accept conveyance of the Reclamation Area for no further
consideration. Newmonts original estimates for reclamation were in the US$4.5
to US$6 million range. As of the date hereof, the Company is still resolving
some outstanding environmental issues with Newmont before the Company requests
conveyance of the claims. Reclamation overruns have now exceeded US$1.5 million
and are currently divided as 75% to Newmont and 25% to the Company.

In
addition, the Robbie claims acquired under a 15-year lease on June 8, 1999,
comprise 107 claims on the Hollister Property. Great Basin is obligated under
terms of the lease to an annual lease payment of US$4,000, a 2% NSR and to
maintain the claims in good standing with the BLM and Elko County. The lease can
be renewed if there is commercial production on the Robbie claims before 2014.

The
federal government of the United States and the state government of Nevada have
jurisdiction over mining activities and communities, habitat users and other
interests that may be affected by mining. In particular, the Bureau of Land
Management has jurisdiction over the land on which the Hollister Property is
located.

Permits

The
Hollister Property is subject to a number of State of Nevada and U.S. Federal
permits. The following is an update on the status of major permits since the
previous AIF:

- A second Water Pollution Control Permit (WPCP) from the Nevada Division
  of Environmental Protection (NDEP) allows the operation of the Rapid
  Infiltration Basins for the disposal of water collected in the decline at the
  Hollister Gold Project;
- A reclamation Permit was approved by NDEP and the U.S. Federal Bureau of
  Land Management (BLM) which covers reclamation and closure of the east pit
  area surface facilities and fluid management systems. An Air Quality Operating
  Permit (Title V) was approved by NDEP allowing the use of diesel combustion
  generators for the generation of electricity; and
- The tailings impoundment expansion permitting at the Esmeralda Mill
  included a WPCP modification that was approved by the NDEP in December 2011, a
  dam safety permit that is expected to be approved in March 2012 and a
  Reclamation Plan revision that is expected to be approved in March 2012.

The
Companys central permitting goal at Hollister is to actively engage with the
State and Federal regulatory authorities with a view to ensuring the EIS process
is completed in 2012.

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Environmental Impact Statement

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

The
BLM recorded in the preliminary draft EIS that the current ore extraction rates
for bulk sampling and testing in the range of 280 to 400 tons per day
constitutes a no action alternative for the BLM. This accommodation by BLM
has, in managements view, mitigated the risks associated with the EIS as the
existing trial mining rate is expected to continue unaffected during the EIS
process. The Company has incurred some US$5.6 million up to December 31, 2011 in
advancing the EIS and further costs to be incurred to complete the EIS are
estimated at US$500,000.

The
Company has completed its review of the Draft Environmental Impact Statement
(DEIS). BLM review of the DEIS, is expected to be completed in March 2012. BLM
has commented on the Notice of Availability (NOA), but comments from certain
authorities are still outstanding. Once the third party contractor has received
all the comments, a camera-ready version of the DEIS will be produced.
Hereafter BLM Elko will do a quality review of the DEIS and forward it to the
BLM Washington office for publication along with the NOA.

The
DEIS is expected to be published in April 2012 at which time the public
participation process will commence. A favourable Record of Decision is expected
in the third quarter of 2012 that will mark the completion of the EIS and allow
the Hollister Project to enter into commercial production.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The
shortest access to the Hollister Property is from the freeway corridor by gravel
roads, north of Battle Mountain, for over a distance of roughly 80 kilometre (50
miles). Battle Mountain is the nearest town with full service facilities. The
nearest mining infrastructure is at the Dee Mine, located 13 kilometre (8 miles)
by road to the southeast. Major power transmission lines lie just off the
south-eastern corner of the Hollister Property, and a sub-station is located 8
kilometre (5 miles) to the east. Elko is the support hub for mining operations
on the Carlin Trend, and has a well-developed transportation network (air, rail,
and road), workforce pool, and contractor service base.

The
Hollister Property occurs in the Great Basin physiographic province of the
western United States. The Great Basin area is characterized by basin and range
topography. Low rolling hills typify the propertys landscape, with elevations
ranging from 5,380 to 6,000 feet (1,640 to 1,829 meters. Drainage patterns in
the immediate area predominantly trend northeast to north-south. The head of
Little Antelope Creek bisects the property in a north-south direction and joins
Antelope Creek approximately 3.5 miles south of the property. Though most of the
regions streams are seasonal, water flows in Antelope Creek and Willow Creek
for most of the year. Vegetation consists of the high desert sagebrush and bunch
grasses common to the Great Basin area.

The
climate is arid, high desert. Temperatures can reach as low as 30 oF (34 oC)
during the winter and summer high temperatures approach 105 oF (41 oC). Annual
precipitation averages 8 to 10 inches, and occurs as snow in the winter and
early spring months, and sporadic rain throughout the rest of the year. These climatic conditions
support an exploration field season that normally extends from April through the
end of November and year-round gold mining operations.

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History

The
Hollister District consists of widespread mid-Miocene hot springs deposits with
associated mercury and disseminated gold mineralization that were discovered in
the early 1900s. Mining commenced in 1915 and as many as 150 flasks were
produced by 1917. Mining was inactive until 1929 through 1943 when more than
2,000 additional flasks were produced in the district, about half coming from
the Butte #1 and Butte #2 mines, and the Velvet and Clementine mines, near the
former Hollister pit. There has been no mercury production since. Gold
mineralization was recognized early on but was not considered to be economic at
prevailing prices and technology.

Exploration
for mercury and other metals resumed in the early 1960s. Auric Metals drilled
100 rotary holes for mercury around the Velvet Mine in the late 1960s. During
the 1970s, Apco Oil drilled a porphyry molybdenum play, Noranda drilled a
uranium target, and Homestake intensively explored the district for
McLaughlin-type (hot springs model) gold deposits. In the 1980s, other
operators drilled several holes for mercury, silver and/or gold. None of these
programs encountered sufficient mineralization to warrant developing a mine.

United
States Steel Corporation undertook comprehensive exploration of the district
between 1980 and 1986, employing geological, geochemical and geophysical
techniques, along with considerable drilling. In 1987, Cornucopia Resources
purchased the property via its Touchstone Resources subsidiary and formed a
50/50 joint venture with Galactic Resources to mine the deposit as the Hollister
mine, an open pit/heap-leach operation. By 1990, the TouchstoneGalactic joint
venture produced a feasibility study based on 879 drill holes (328,000 feet of
diamond and rotary drilling) which defined a mainly oxide reserve. The Hollister
open pit mine went into production in 1990 and mining continued until 1992 when
Galactic declared bankruptcy as a result of problems at the Summitville mine in
Colorado. Total production was 115,696 ounces of gold contained in 3,271,954
tons (residual leaching of the heap was completed in 1996).

In
1992 Newmont entered the district via a 75/25 joint venture with Cornucopia,
after buying Galactics interest in the Hollister Property. Their land position
was enlarged and more drilling was undertaken, including pursuit of high grade
vein intersections made earlier by the Touchstone joint venture. By this time
there were around 900 drill holes (mainly rotary) in the Hollister Property,
most of them in Tertiary units above the unconformity with the Ordovician Vanini
Formation (also known as Vinini Formation) which is the main host for the vein
mineralization. Newmont opted out of the project in 1995, and in 1997 its
interests were acquired by Consolidated North Coast Industries Ltd. which
subsequently merged with Pacific Sentinel Gold Corp. to form Great Basin Gold
Ltd. Great Basin acquired Touchstones 25% in 1999, and currently holds 100% of
the Hollister Property subject to net smelter royalties described under Project
Description and Location.

In
late 1997, the 109 contiguous claims comprising the Aagaard group were acquired
under lease for US$30,000 per annum. In December 1999, the Aagaard claims were
purchased for $50,000 and 75,000 Great Basin shares. There are no remaining
royalties or lease payments on the Aagaard claims. In 1998, the 139 claims
comprising the Ho claim group were acquired by staking. This claim group extends
the Hollister Property position to the west and adds continuity to the
northwest-trending portion of the Hollister deposit-area. There are no royalties
on the Ho claims. In July 2001, the Company acquired the Sheep Corral property,
consisting of 65 unpatented lode mining claims for US$50,000. The claims adjoin
the northwest corner of the Hollister Property. In 2004, the Company acquired
the 13 Joe claims through staking, extending the Hollister Property position to
the west. There are no royalties on the Joe claims.

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Geology

The
Hollister Property is located at the intersection of the Carlin Trend and the
Northern Nevada Rift, as illustrated in Figure 3above. The Carlin Trend
is a northwest-trending 50-mile long metallogenic corridor. Mines on the Carlin
Trend have produced in excess of 70 million ounces of gold. Carlin Trend type
mineralization is Eocene in age. The Northern Nevada Rift is a north-northwest
trending feature made up of bimodal volcanic rocks that host Miocene aged
bonanza epithermal gold deposits such as Midas, Mule Canyon, Buckskin National
and Hollister. The Paleozoic stratigraphy and Eocene magmatic pulse that is
critical to the development of Carlin-type deposits to the southwest are in
evidence at Hollister as are the Miocene mineralizing events.

The
Hollister stratigraphic section includes Ordovician sedimentary rocks, intruded
by mid-Eocene plutons and unconformably overlain by a veneer of Miocene volcanic
and volcano-sedimentary rocks. Devonian sedimentary rocks have been intersected
at depth below the Ordovician sediments under the Roberts Mountain Thrust.

Epithermal
gold mineralization at the Hollister Property occurred in the early Miocene
(12-15 Ma) and is associated with the North Nevada Rift where it over-prints the
Carlin Trend. The Hollister Property has a low-sulfidation epithermal system
characterized by banded quartz veins with electrum and silver selenides. Some of
the primary geological elements of the sediment-hosted gold deposits of the
Carlin Trend are present at the Hollister Property, including Eocene intrusive
rocks and lower plate carbonate rocks. The Hatter stock (a granodioritic
intrusive) at the Hollister Property has been dated at 39 Ma and is similar to
39 Ma biotite-feldspar porphyry dikes occurring in the Goldstrike area. The main
pulse of gold mineralization on the Carlin Trend is dated at about 38 Ma and
commonly thought to be associated with late Eocene magmatism.

Exploration and Mineralization

Geophysical,
geochemical and geological surveys have been carried out over a large part of
the Hollister Property to aid in targeting exploration drill holes.

The
most prominent surface feature on the Hollister Property is the blanket-like
silica replacement bodies that occur in two stratigraphic positions. Close
examination of these features reveals that they have sinters with associated
mercury mineralization as well as replacement bodies that are locally up to 200
feet thick. Gold values in these high-level epithermal features are uniformly
low to absent. Gold mineralization in Tertiary volcanic rocks below the silica
cap coincides, in part, with the epithermal veins in the basement. Some of the
best mineralization in Tertiary rocks, however, is rootless.

Gold
distribution in the Tertiary at the Hollister Property is widespread resulting
in complex grade thickness patterns. The Clementine/Gwenivere vein system
produces a strong Tertiary-hosted gold plume that is generally consistent with
the orientation of the vein system. The coincidence of the Clementine vein with
the north edge of the plume is striking.

Gold
distribution in the Ordovician is much more restricted than in the Tertiary.
Deeper vein exploration success was enhanced by orientating vein intercepts in
core frames to bedding in historic holes in Vinini rocks in areas where it could
be demonstrated that fault and fold complications were not present. Step outs
were planned using these orientations and the Clementine and Gwenivere vein sets
were successfully delineated by the subsequent drill program.

As
previously mentioned, the HDB was the subject of an exploration joint venture
between Great Basin and by Hecla Mining Company, now Hecla Ltd (Hecla) which
terminated in April, 2007 when Great Basin bought out Heclas 50% interest. During the
period from 2002 to 2006, Hecla conducted engineering and permitting work in
furtherance of an underground development program and obtained the necessary
permits to complete the Stage 1 underground development, drilling, and
feasibility work.

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After
receiving the requisite permits in mid-2004, the underground exploration and
development program began at the HDB under the management of Hecla. Site
facilities were established and development of the decline to access the
gold-silver vein systems began in October 2004 for the purpose of obtaining bulk
samples and to conduct underground exploration drilling in order to increase the
confidence level of the mineral resources.

Underground Exploration

Underground
exploration and stope delineation drilling has continued during 2011 and the
first quarter of 2012. Statistics are shown below. In total 246 boreholes for
103,184 feet (31,268 meters) were completed to end February, 2012. These
comprised 79 exploration and cover boreholes testing Clementine and SE Gwenivere
targets (totalling 42,480 feet or 12,903 meters), 59 Upper Level (formally
Blanket Zone) exploration/evaluation holes (totalling 24,078 feet or 7,296
meters), and 108 stope delineation holes (totalling 36,527 feet or 11,069
meters). After reduction to one rig after the second quarter of 2011, the
operation has gradually built up to four underground rigs operating  one for
epithermal vein/stope delineation, two small man portables for vein extension
testing and Upper Level evaluation fan drilling, and a larger LM-90 rig
commissioned specifically for the current drilling program under the Hollister
open-pit excavations.

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Table 15 - Hollister Underground Drilling Statistics 
January 2011 to February 2012.

Boreholes
      IntersectionsNo
      Feet
      Meters
      NoUg Exploration & Cover
      79
      42,580
      12,903
      215Ug Upper Level evaluation
      59
      24,078
      7,296
      144Ug Stope delineation
      108
      36,527
      11,069
      177Total
      246
      103,184
      31,268
      536


Source: Great Basin

Table 16 - Hollister Underground Drilling Results 
January 2011 to February 2012.

Av Width
      Av Au
      Av Au
      Av Ag
      Av Ag
      Max Au
      Max Widthfeet
      opt
      g/t
      opt
      g/t
      opt
      feetUg
      Exploration & Cover
    1.5
    1.310
    44.84
    4.6
    156.2
    98.850
    9.1Ug
      Upper Level evaluation
    3.1
    0.385
    13.17
    1.1
    35.3
    7.119
    17.5Ug
      Stope delineation
    1.1
    0.770
    26.37
    5.2
    176.5
    11.580
    5.0


Source: Great Basin

Upper level exploration

A
ramp and an Alimak raise accessing the Upper Level zones (previously Blanket
Zone) of mineralization around the Tertiary  Ordovician unconformity has been
completed to 5278 Level, from where I drifting has progressed towards high grade
(+1 opt Au) grade shells formed above the Clementine (16-20) and Gwenivere
(8-10) vein systems. This infrastructure has been vital in enabling the
initiation of short fan drilling by recently commissioned Bazooka and SJ 252
drilling rigs. This phase of drilling is providing the basis for targeting trial
stoping areas, and is expected to commensurate in an increase in Upper Level
Indicated mineral resources.

Surface Exploration

A
phase of detailed surface mapping was completed during the summer 2011 field
season, and has now been integrated with the sub-regional and minesite scale
collation and interpretation of airborne magnetic, ground CSAMT (high resolution
resistivity) and gravity data. The detailed surface work is providing
significant support to the CSAMT interpretations (correlation of high
resistivity spikes with volcanic vents/geyserites and hydrothermal breccias
zones), as well as providing clear evidence for the western extension of the
Gwenivere/Clementine system, supported by volcanic features at surface.
Currently 15 significant vent areas, which are largely the visible sinter
caps, have been identified, attesting to long-lived geothermal water
circulation. A multitude of smaller associated vents and steam fumeroles etc
have also been identified.

Drill
programs planned for the 2012 field season have been refined to test numerous
features detailed by the geological analysis. The Hatter Graben is planned to be
drilled to a resource classification subject to adequate funds being available,
and the Butte East and South Velvet targets are supported by the mapping and CSAMT interpretations. CSAMT
high resolution resistivity data has been integrated with the surface mapping,
plus empirical borehole data, and a number of new vein system targets are
emerging from this work.

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Sampling and Analysis

Previously,
surface diamond drilling sampling was analyzed at Inspectorate America
Corporation, and underground diamond drilling and channel sampling was analyzed
at ALS Chemex Laboratories (ALS Chemex). Both laboratories are located in Reno
(Sparks) Nevada. From December 2007 to December 2009, all assays were carried
out by ALS Chemex. Samples collected from the HDB are stored in a secure
facility until delivered to ALS Chemex.

Since
December 2009, the primary analytical laboratory responsible for the preparation
and analysis of underground diamond drill hole samples and underground channel
and diamond drill hole samples has been Inspectorate America Corporations
laboratory at Sparks, NV (IAC, ISO 9001: 2001 accredited). Since May 2010, the
channel samples are being prepared and analyzed by RCP Laboratory Lovelock,
Nevada and in May 2011 the Company acquired the Lovelock Laboratory from Canarc
Resource Corp. The laboratory has since passed the ISO 17025 laboratory
accreditation audit and program. The laboratory is the first mine laboratory to
obtain this accreditation providing for certified quality and independent
analytical services both internally and externally.

Laboratory
Quality Assurance/Quality Control (QA/QC) is monitored by the Company using
coarse reject Blanks and assay Standards, Duplicate fire assays, as well as the
laboratories internal Standards and Blanks. Coarse Blanks and assay Standards
are inserted into the sample sequence (by Company geologists) as Blind samples,
prior to submitting the samples to the laboratory.

As
part of the 2010 Mineral resource estimation, Deswik Mining Consultants
undertook certain verification studies of the informing drill hole data and
database, as well as visited the Inspectorate Laboratory in Reno, Nevada, which
is utilised by the Company for borehole analyses. They commented that the
Standard and Blank values in the database generally passed the QAQC
requirements. The results from the Blank samples over the period between April
2009 and June 2010 indicate that there is no carry over contamination of samples
during preparation and analysis. Similarly, the results from the Standard
samples over the same period indicate a satisfactory level of analytical
precision. The laboratory has however been requested to also report the results
of their internal duplicate samples for processing and comparison by the Company
geologists. Deswik Mining Consultants also noted that the Duplicates in the
database used for the resource estimation are Lab Duplicates and are not
Duplicates requested by the Company. Deswik Mining Consultants has recommended
that Hollister mine reviews the current QC samples collection policy and update
it to include blind pulp Duplicates and Umpire Lab samples. This is currently
being adopted into the QAQC protocol and procedure manual and put into practice.

Deswik
Mining Consultants are confident that the data received for the 2010 resource
estimation is reliable and as accurate as is possible at the current time.
Verification procedures are considered to have met or exceeded industry
standards. A complete description of the sampling methodologies is found on
pages 117 to 120 of the 2011 Hollister report.

Mineral Resource Estimate

An
updated Mineral resource update for the Hollister Gold Project is pending
resolution of QAQC for the silver analyses over the period up to July 2011.
Pulps have been check assayed and certain changes have been made with respect to
the preparation and acid digestion procedures for the assays. It is anticipated
that a new resource estimate will be available during the second quarter of 2012. In the meantime a rigorous Indicator Kriging model has
been applied for testing and forecasting trial mining tonnage and grades.

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The
Mineral Resources presented and discussed in this AIF is supported by the 2011
Hollister Report.

***Cautionary
      Note to U.S. Investors Concerning Estimates of Measured and
      Indicated*** ResourcesThe
      following table refers to measured mineral resources and
      indicated mineral resources. We advise U.S. investors that
      while these categories of mineral resource estimates are recognized and
      required by Canadian securities regulations (under National Instrument
      43-101 Standards of Disclosure for Mineral Projects)the SEC does
      not recognize them. Mineral resources that are not mineral reserves do not
      have demonstrated economic viability. U.S. investors are
      cautioned not to assume that any part or all of mineral deposits in
      these categories will ever be converted into SEC defined
      reserves.


Table 17 - Summary of Hollister Measured and Indicated
Resources.

Category
      Au grade cut- off
      Amount
        (000s)
      Average Au grade
      Average Ag grade
      Au Eqv ozg/t
      oz/st
      tonne(s)
      ton(s)
      g/t
      oz/st
      g/t
      oz/stMeasured 
        + 
        Indicated
      6.86
      0.20
      1,164
      1,283
      40.06
      1.169
      316.4
      9.23
      1,676,8008.57
      0.25
      1,017
      1,121
      44.73
      1.305
      354.8
      10.35
      1,637,000


|**Note:** | The equivalent gold ounces reported above are as stated
      by the Company. They were calculated by the Company by applying a gold
      price of US$1,000 per Troy ounce, a silver price of US$15 per Troy ounce.
      Mineral resources at an economical cut-off grade lower than the Mineral
      reserves disclosed below is included above as the Company expects the
      increase in the estimated long term gold prices to allow for a reduction
      in the economical cut-off grade used in determining Mineral resources.
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: 2011 Hollister Report.

Table 18 - Summary of Hollister Inferred Resources.

Category
      Au Grade Cut-off
      Amount (000's)
      Average Au Grade
      Average Ag Grade
      Au Eqv oz
        (000's)g/t
      oz/st
      tonne(s)
      ton(s)
      g/t
      oz/st
      **oz
      (000's)**
      g/t
      oz/st
      **oz
      (000's)**Total Inferred
      6.86
      0.20
      1,621
      1,787
      20.98
      0.612
      1,094
      322
      9.4
      16,806
      1,3468.57
      0.25
      1,349
      1,487
      23.67
      0.690
      1,027
      380
      11.1
      16,497
      1,274


|**Note:** | The equivalent gold oz are calculated by applying a gold
      price of US$ 1,000 per Troy ounce and US$ 15 per Troy ounce for silver.
      Mineral resources that are not mineral reserves do not have demonstrated
      economic viability. Contained ounces and equivalent ounces are undiluted
      and assume 100% metallurgical recovery.
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: 2011 Hollister Report.

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Mineral Reserves

An
updated Mineral Reserve estimate has not been prepared due to the pending
updated Mineral Resource estimate. Mineral Reserves discussed and presented in
this AIF is supported by the 2011 Hollister Report.

In
2011 mineral reserves were determined or declared using a gold cut-off grade
of 8.57 g/t (0.25 oz/st). The Hollister Gold Project is still in the trial
mining stage, however, based on production techniques tested to date, the
Company has estimated applicable call factors for mining of approximately 85%
and metallurgical recoveries of approximately 92% for Au and 85% for Ag. A
minimum stoping width of 0.91 meters (36 inches) was assumed for purposes of
Mineral Reserve estimation, along with dilution defined as waste tonnes (or
tons) carrying zero grade and 100 percent in-stope extraction. An analysis by
the Companys technical staff confirms that no systematic, in-stope pillars will
be required because of the cut-and-fill trial mining method now being utilized.
Based on the results of trial stoping and grade reconciliation studies, where
vein widths of 0.76 meters (30 inches) or greater were considered, a total of
0.15 meters (six inches) of hanging wall dilution and 0.15 meters (six inches)
of footwall dilution was applied. Where appropriate, other average dilution
rates were applied. The in-situ wireframe model generated with the measured and
indicated mineral resources was used as basis for this mineral reserve update.

Cautionary
      Note to U.S. Investors Concerning Reserve EstimatesThe
      following table refers to proven reserves and probable
      reserves which have been determined in accordance with Canadian
      securities regulations (under National Instrument 43-101 Standards of
      Disclosure for Mineral Projects), which differ from the SECs
      standards for reserve classification.


Table 19 - Summary of the Hollister Gold Project Proven
and Probable Ore Reserves.

Reserve Category
      Au Cut- off
      Grade oz/st
      Tons
      Au oz/st
      Au oz
      Ag oz/st
      Ag oz
      Au eqv ozProven
    0.25
    347,100
    1.33
    460,300
    7.75
    2,689,400
    500,700Probable
    0.25
    701,800
    0.53
    371,800
    3.27
    2,296,600
    406,300Total Proven & Probable- January 2011
    0.25
    1,048,900
    0.79
    832,100
    4.75
    4,986,000
    907,000Less 2012 Trial mining
    N/A
    106,000
    0.82
    86,444
    4.92
    521,099
    94,300Total Proven & Probable-
      January 2012
    0.25
    942,900
    0.79
    745,656
    4.74
    4,464,901
    812,700


|**Note:** | The equivalent gold ounces reported above are as stated
      by the Company. They were calculated by the Company by applying a gold
      price of US$1,000 per Troy ounce, a silver price of US$15 per Troy ounce.
      A Mining Call Factor of 85% and Metallurgical Recovery factors of 92% for
      Au and 85% for Ag were applied.
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: 2011 Hollister Report and 2011 internal operations
reports.

Trial Stoping and Milling

The
Hollister Gold Project showed improved results year on year as the trial mining
methods were refined and efficiencies improved. The higher grade nature of the
ore body lends itself to variability in extracted grade of minerals which is a
function of the area of the ore body where trial mining was focussed on during a
particular year. On average, grades in excess of the reserve grade have been
extracted since trial mining commenced in 2008, which supports and enhances the
mineral reserve statements completed for the Hollister Gold Project.

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The
Hollister Gold Project produced 97,610 Au eqv ounces1 from trial
mining activities for the full year of production (2010: 95,186 Au eqv oz),
compared to an average annual forecast of 100,000 Au eqv oz for the year.
Additional emphasis on ore development is improving mining flexibility with the
availability of additional stopes allowing for improved grade blending of
extracted ore and more consistent performance on a monthly basis during 2012.
The completion of the Upper-Zone ramp now allows for easy access for delineation
drilling, with information obtained improving mine planning and scheduling.

Following
the refurbishment and enhancement project on the Esmeralda Mill that commenced
in 2009, the results for 2011 approximate the designed operating parameters of
the Esmeralda Mill. Fiscal 2011 was the first year that all material extracted
from trial mining activities was processed at our Esmeralda Mill, which showed a
marked improvement in Au recovery from 2010, increasing from 82% to 92%. The
performance of the acid wash and carbon regeneration circuit, which was
commissioned during November 2011, has not yet reached planned levels and the
mill continues with the process of replacing carbon on a continuous basis which
impacts on the amount of Au eqv oz sold as well as the cash costs reported. In
an effort to mitigate the time delay in recognizing produced metal as revenue
and the insufficient capacity of local refiners, a shipment of loaded carbon was
sent to Rand Refinery Ltd (Rand Refinery) in South Africa in late December
2011 at an additional cost of approximately US$35 per Au eqv oz. Regular
shipments of carbon to Rand Refinery will continue until April 2012 when the
improvements to the acid wash and carbon regeneration circuit is expected to be
completed. The year-on-year cash costs decreased by 9% to US$674 per Au eqv oz
which is only marginally above the 2011 forecast of US$650 per Au eqv oz.

Table 20  Results from trial mining activities for the
12 months ended December 31, 2011 and 2010.

12 months endedDecember 31, 2011
      December 31, 2010Ore tonnes to surface
      96,030
      89,613Contained Au oz extracted
      86,518
      100,867Contained Ag oz extracted
      711,493
      559,195Contained Au eqv oz extracted
      101,764
      109,255Contained average grade Au oz/tonne (gram/tonne)
      0.90 (29.0 g/t)
      1.17 (37.6 g/t)Contained average grade Au eqv oz/tonne (gram/tonne)
      7.41 (238.2 g/t)
      7.08 (227.6 g/t)Tonnes processed
      98,068
      116,029Recovered Au oz
      86,444
      88,149Recovered Ag oz
      521,099
      448,353Recovered Au eqv oz
      97,610
      95,186Recovery % Au
      92%
      82%Recovery % Ag
      72%
      60%Au eqv oz sold
      92,239
      88,789


|Note: | The tonnes milled, Au and Ag ounces recovered as
        well as recovered Au eqv oz in the table above for the 12 months ended
        December 31, 2010 include the third party toll milling campaigns.
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| |  43  | Annual Information Form
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Financial Analysis

The
Company does not believe there is any basis to change the economic, financial
and sensitivity analysis of the Hollister Gold Project reserves contained in the
2011 Hollister Report set out below in Table 21, Table 22 and Table
23. That report projected that total cash costs for the Hollister Gold
Project would be US$527 per Au eqv oz, however actual 2011 cash costs were
US$674 per Au eqv oz. This cost increase was more than offset by higher metal
prices in 2011. Actual recovery rates in 2011 were 92% gold and 72% silver
compared to 92% for gold and 85% for silver in the 2011 Hollister Report.

The
cost of ore transport has been impacted by an increase in fuel costs, whilst the
milling costs have been negatively impacted during 2011 by the need to replace
carbon on a continuous basis while the acid wash and carbon regeneration system
were upgraded. The impact of these additional costs was approximately $30 per Au
eqv oz for 2011. Although this interim arrangement ensured that the planned gold
recoveries were achieved, silver recoveries were only 72% compared to the LOM
plan of 85%. It is further expected that the silver recoveries to be achieved
once the upgrade is completed will be in the range of 75  80%.

The
LOM estimates include provision of electricity to the Hollister Gold Project
from the Nevada grid but while the EIS remains in progress power is generated by
diesel fuel generators. The impact of this difference combined with the increase
in diesel fuel over the past 12 months amounts to approximately US$40 per Au eqv
oz produced. The increase in the gold price during the past 24 months has
allowed for a number of new gold exploration and development projects as well as
the expansion of existing gold mining projects in Nevada which has put upward
pressure on employment costs. It is estimated that these direct and indirect
employment related costs amounted to approximately US$40 per Au eqv oz during
2011.

One
of the trial mining techniques applied during 2011 was vertical
long-hole-stoping. Since the feasibility of this mining method has not yet been
proved at the Hollister Gold Project, a third party was contracted to perform
the required drilling. The cost of this drilling together with the additional
infill and delineation drilling conducted during the year amounted to
approximately $20 per Au eqv oz during the year.

The
LOM estimated costs were calculated on a long term gold price of US$1,000 while
the average realized gold price during 2011 was approximately $1,460 which
impacts on the revenue based royalty. Administration costs were impacted by
business insurance costs as well as net proceeds taxes that were higher as a
result of the realized metal prices.

The
tables below provide a summary of the key parameters and results of the 2011
Hollister Report financial analyses conducted on the Hollister Property. The
proven and probable reserves that form the basis of the financial analysis have
been determined in accordance with Canadian regulations under NI 43-101, which
differ from the SECs standards for such classification. See discussion above
under Cautionary Note to United States Investors.

Table 21 - Economic Analysis Assumptions  Hollister.

Economic assumptions
      2011 LOM estimatesAu Price
    US$ 1,000/ozAg Price
US$ 15/oz


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Economic assumptions
      2011 LOM estimatesGrade Cut-off Au oz/t
      0.25 oz/tProven & Probable Reserves
      1.048 million tons @ 0.79 oz/st
        Au 
        and 
        4.75 oz/st Ag0.8 million oz Au4.9 million oz Ag0.9 million Au eqv ozPercentage of measured & indicated resources
        used in financial model
      64%Gold recovery
      92%Silver recovery
      85%


|Note: | For the February 2011 LOM estimates, gold equivalent was
      calculated using the following metals prices: US$1,000/oz for Au and
      US$15/oz for Ag. These prices are the January 2011 consensus metal prices
      from financial institutions that management has referenced against the
      industrial average.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: 2011 Hollister Report

Table 22 - Financial Analysis (After-Tax).

2011 LOM estimatesCash Operating Costs
    US$ 527 / Au eqv ozIRR
    67.30%*NPV (5%)
    US$ 236.1 M*NPV (10%)
    US$ 202.1 MPayback
    2 yearsMine life
9 years


Source: 2011 Hollister Report

Sensitivity Analysis

The
following is a sensitivity analysis based on the financial analysis presented
above. The sensitivity analysis was conducted to understand the impact on IRR
and NPV by varying the Gold Price from US$ 850 to US$ 1,400.

Table 23 - Sensitivity Analysis using different Au prices
Hollister.

Gold price$850
      $1,000
      $1,250
      $1,400NPV (5%)
      US$ 168.6M
      US$ 236.1M
      US$ 348.8M
      US$ 416.3MIRR
      40.89%
      67.29%
      123.90%
      168.27%


Source: 2011 Hollister Report

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| |  45  | Annual Information Form
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US Mine Safety Disclosure Information

On
November 19, 2010, the Companys wholly owned subsidiary, Rodeo Creek Gold Inc,
was notified by letter from the Federal Mine Safety and Health Administration
(MSHA) that MSHA had conducted a pattern of violation screening pursuant to
Section 104(e) of the Federal Mine Safety and Health Act of 1977(the
Mine Safety Act). The letter stated that MSHA has initially concluded that a
potential pattern of violations exists at Hollister and set out a process by
which Hollister could work with MSHA to avoid any further sanctions pursuant to
that program.

MSHAs
initial finding was based mostly on alleged violations, rather than violations
which had been fully adjudicated. Many of the alleged violations that form the
basis for MSHAs finding as well as the injury severity measure screening data
used by MSHA, was challenged by the Company.

The
Company in conjunction with MSHA implemented a corrective action program and
reduced the number of significant and substantial violations issued by MSHA and
achieved a rate that meets the MSHA targets. Consequently on March 15, 2011 the
Company received notification from MSHA that it has formally determined that the
Hollister Mine will not be considered for a Pattern of Violation notice and so
has removed Rodeo Creek Gold Inc from that list.

Pursuant
to the provisions of the Dodd-Frank Wall Street Reform and Consumer
Protection Act ("Dodd-Frank Act"), Great Basin is required to
disclose information regarding health and safety violations, orders and
citations, legal actions and any related fatalities for all mines located in the
United States. The Companys wholly-owned subsidiary, Rodeo Creek Gold Inc, owns
and operates the Hollister Mine in Elko County, Nevada and operates the
Esmeralda Mill in Mineral County, Nevada.

The Company has a two pronged approach to safety, namely
proactive work place safety and regulatory compliance. The Company understands
the relevant regulatory requirements, monitor citation histories through a
dedicated application created in conjunction with our health and safety external
counsel and allocate the required resources to ensure effective risk mitigation.
Safety incidences are investigated and recorded on a data basis where an
independent risk and safety advisor perform a root cause and trend analysis that
are used in planning safety interventions and initiatives. This continuous
monitoring of our safety statistics is supported by the regular training of our
employees to ensure safety and compliance at the operations.

The
table below provides a summary of the Companys safety statistics for the year
ended December 31, 2011:

Table 24 - US Safety Statistics.

Description
      Hollister Mine
      Esmeralda Mill2Violations of mandatory health or safety
      hazards that could significantly and substantially contribute to the cause
      and effect of a mine safety or health hazard for which it received a
      citation from the U.S. Labor Departments Mine Safety and Health
      Administration ("MSHA")
    18
    3Orders issued to it under Section 104(b) of
      the U.S. Federal Mine Safety and Health Act of 1977 (the Mine
      Act)
    0
    0Citations or orders for unwarrantable failure
      to comply with the mandatory health or safety standards under Section
      104(d) of the Mine Act
    1
    0Flagrant violations under Section 110(b)(2)
      of the Mine Act
    0
    0Imminent danger orders issued to it under
      Section 107(a) of the Mine Act
    0
    0


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Proposed assessments from the MSHA under the Mine
      Act
    58
    4Mining-related fatalities
    0
    0Written notices from the MSHA of a pattern of violations of
      mandatory health or safety standards that are of such nature as could have
      significantly and substantially contributed to the cause and effect of
      mine health or safety hazards under Section 104(e) of the Mine Act
    0
    0Written notices from the MSHA of the potential to have a
      pattern of violations of mandatory health or safety standards that are of
      such nature as could have significantly and substantially contributed to
      the cause and effect of mine health or safety hazards under Section 104(e)
      of the Mine Act
    0
    0Pending legal actions before the Federal Mine Safety and
      Health Review Commission1
    20
    0


Note:

| | 1) | There were zero legal actions instituted by the Company
      against MSHA and seven legal actions before the Federal Mine Safety and
      Health Review Commission were resolved.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                    
| | 2) | The Esmeralda Mill achieved operated one years
      operations without any Lost Time Injury (LTI) on February 29,
  2012                                                       

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| |  47  | Annual Information Form
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Plans for 2012

The
Companys mine planning and design process for the Hollister Gold Project is
iterative, in that changes and updates are made as knowledge and experience of
the Hollister Gold Project deposit grows and as the gold grade cut-off changes
with the Companys operating cost estimates and metal price forecasts. The
Company is continuing with underground infill drilling with a view to bringing
the current inferred mineral resources into the indicated or measured
categories, as well as step-out drilling to further explore the potential for
western, northwestern, down dip and Upper Level extensions to the mineralized
vein systems. There can be no assurance that any upgrade will result from the
drilling. The results of underground mapping and exploration drilling continue
to refine the Companys understanding of the Hollister Gold Project deposit to
the extent that additional mineralization continues to be identified within the
mineralized vein systems, inclusive of mineralized cross-veins. The Hollister
Gold Project is targeted to produce an estimated 90,000 to 100,000 Au eqv oz in
2012 at a cash cost estimated to range between US$700 to US$750. Assuming
successful completion of the EIS, the Company is expected to be in a position to
move into commercial production expediently taking into account that trial
mining will have reduced some of the risks that are normally associated with
start-up operations. The Nevada operation is expected to incur capital costs of
approximately US$31 million in 2012, which includes underground development for
US$22.4 million, the construction of the power line (following completion of the
EIS) for US$2.5 million, the upgrade of the Esmeralda tailings facility for
US$3.4 million as well as completion of the West Alimak raise for US$2.7 million
to be paid for out of proceeds from trial mining operations at the Hollister
Gold Project.

Tanzania

In
Tanzania, exploration programs are being conducted in two separate geological
terrains, namely the Archean (2.7 -3.3 billion years old Ga),
greenstone-hosted, Lake Victoria Goldfields (north-west) and the Proterozoic
(2.2 -1.6 billion year old Ga) Lupa Goldfields (south-west). The Company also
manages a joint venture with African Barrick Gold Plc in the Geita Belt of the
Lake Victoria Goldfields.

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| |  48  | Annual Information Form
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Figure 4 - The Companys project areas in Tanzania.

The
Company entered into an agreement in June 2011 whereby it granted Shanta Gold
Limited (Shanta) the option, following the fulfillment of the conditions
precedent, to acquire an 80% interest in the Companys wholly-owned subsidiary,
Shield Resources Limited (Shield), who is the holder of various prospecting
licenses in the Lupa region of Tanzania.

In
consideration for providing Shanta with the exclusive right to acquire the
shareholding in Shield, Shanta is obliged to issue ordinary shares to the value
of US$7 million and Shanta warrants to the value of US$7 million (at an implied
value of 35p each) to the Company. Furthermore Shanta has to fund a US$12
million exploration program, spread over a period of 3 years commencing January
1, 2012. Shanta will acquire the 80% equity interest in Shield upon the
completion of the exploration program. There is also a claw-back option in the
agreement, whereby Great Basin can earn back into the assets if Shanta discover
in excess of 500koz Indicated and Inferred resources.

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| |  49  | Annual Information Form
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Figure 5 - Shield Resources / Shanta JV properties in the
Lupa Goldfield.

Shanta
has a proven track record in the Lupa region with prospects of near term
production from their advanced development projects and we believe they are
ideally suited to explore our properties in the region and add economical
resources to the current resource base. The agreement also provides Great Basin Gold
with the flexibility to direct all our activities in Tanazania to our Geita
project areas.

Russia

The
Company disposed of it mineral rights on the island of Kurils (eastern Russia)
during 2011. Although an initial phase of diamond drilling was completed in
2008, the project still requires a significant amount of phased exploration
programs in order to generate a significant mineral resource base. The required
exploration program did not form part of the Companys medium term strategy.

Mozambique

The
Company holds an 80% interest in an unincorporated joint venture with G S Minase
Refnaria Limitade (GSR) in Mozambique. The purpose of the joint venture 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.

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| |  50  | Annual Information Form
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GSR
currently owns the 17 square kilometer 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 feet (300
meters) strike length of quartz veins, 5 to 60 cm in width, within a phyllite
(strongly metamorphosed sediments).

An
initial soil sampling and ground geophysics program was completed on the
property during 2008. A shear corridor in excess of 8,200 feet (2,500 meters) in
strike and 1,310 feet (400 meters) in width has been identified for follow-up
investigation. Although the project was placed on care and maintenance during
2009, a decision has since been made to continue with the joint venture.

Risk Factors

There
are a number of risks that may have a material and adverse impact on the future
operating and financial performance of Great Basin and could cause the Companys
operating and financial performance to differ materially from the estimates
described in forward-looking statements relating to the Company. These include
widespread risks associated with any form of business and specific risks
associated with Great Basins business and its involvement in the gold
exploration and development industry.

An
investment in the securities of Great Basin is considered speculative and
involves a high degree of risk due to, among other things, the nature of Great
Basins business and the present stage of its development. A prospective
investor should carefully consider the risk factors set out below along with the
other matters set out or incorporated by reference in this AIF. The operations
of the Company are speculative due to the high risk nature of its business which
is the operation, exploration and development of mineral properties. The Company
has identified the following non-exhaustive list of inherent risks and
uncertainties that it considers to be relevant to its operations and business
plans. Such risk factors could materially affect the Companys future operating
results and could cause actual events to differ materially from those described
in forward-looking statements relating to the Company.

A summary of the principal risks we face are as follows:

- the value of our reserves and the outlook for profitable mining from our
  operations is dependent on continuing strong gold prices, achieving our
  planned production rates and life-of-mine costs per ounce to mine and produce
  gold. Gold prices are historically volatile and gold can be subject to long
  periods of depressed prices;
- Our Burnstone operations have not achieved expected levels of production.
  In 2011, our first year of Burnstone operations, we encountered an unexpected
  geological structure and water tables and we may continue to encounter
  unexpected water tables, infrastructure challenges such as power outages and
  equipment failures that would adversely impact on production rates;
- the estimation of mineral resources and reserves is a subjective process,
  the accuracy of which is a function of the quantity and quality of available
  data and the assumptions made and judgments used in the engineering and
  geological interpretation of that data and such assumptions and judgment,
  which may prove un-reliable or mistaken. Our estimates of resources and
  reserves may be subject to revision based on various factors, some of which
  are beyond our control;
- our Nevada operations are trial mining only and are subject to current and
  potential permit restrictions and/or permit delays which could hinder or
  ultimately prevent full production mining at the Hollister Gold Project.
  Failure or delay to successfully complete the ongoing environmental impact
  statement will delay or preclude the move into full production mining at the
  Hollister Gold Project;

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- our operations in South Africa are subject to political risk and the mining
  laws of post-apartheid South Africa are still evolving with tenure rights
  which are subject to formalized HDSA or BEE policies referred to as the Mining
  Charter. The new mining laws and the Mining Charter have not been extensively
  tested in the South African courts and/or are not yet fully settled, meaning
  that our ability to retain prospecting and mining rights may be adversely
  affected by unexpected changes or conditions to the law and the Mining
  Charter;
- our BEE partner, Tranter, which is owned by HDSAs, is in breach of the
  requirements of its loan agreement with Investec under which it borrowed
  ZAR200 million ($27 million) (ZAR205 million ($27 million) currently
  outstanding) to partly fund the purchase of 19,938,650 Great Basin common
  shares in 2007. We are seeking, through ongoing discussions with Investec and
  Tranter, to assist Tranter to remedy their default position and meet their
  future loan obligations. See Risk Factors  Risks More Specifically Relating
  to South Africa and the Burnstone Mine;
- mining risks which affect all companies in our industry to different
  degrees include impact and cost of compliance with environmental regulations
  and the actions of mining opposition groups, adverse changes in mining and
  reclamation laws and compliance with increasingly complex health and safety
  rules; and
- other general and specific risks detailed from time-to-time in the
  Companys quarterly filings, annual reports and annual filings with Canadian
  securities regulators and those which are discussed below.

Key assumptions upon which the Companys forward-looking
statements are based include the following:

- that the price of gold will neither fall significantly nor for a lengthy
  period in the foreseeable future;
- that there will be no significant changes to the HDSA empowerment or mining
  laws, including the Mining Charter, or exchange controls in South Africa that
  materially adversely affect the Companys operations or title to its Burnstone
  Mine;
- that the Company will in due course receive the necessary permits for full
  production at the Hollister Gold Project and the environmental impact
  statement will be completed and the amended Plan of Operations will be
  approved without imposition of material unforeseen mining restrictions or
  additional compliance burden;
- that no significant impediments develop in respect of the Companys ability
  to comply with environmental, safety and other regulatory requirements;
- that there will be no further material upheavals in world financial markets
  and that interest and exchange rates will remain relatively stable; and
- that key personnel will continue their employment with the Company.

General Discussion of Risks

The Exploration for and Development of Mineral Deposits
Involves Significant Risks

Mineral
resource exploration is a speculative business and involves a high degree of
risk. We have completed feasibility study work which outlines mineral reserves
at both the Burnstone Mine and the Hollister Gold Project under NI 43-101. The
exploration for and development of mineral deposits involves significant risks,
which even a combination of careful evaluation, experience and knowledge may not
eliminate. Although the discovery of an ore body may result in substantial
rewards, few explored properties are ultimately developed into producing mines.
Significant expenditures may be required to locate and establish ore reserves,
to develop metallurgical processes and to construct mining and processing
facilities at a particular site. It is impossible to ensure that the current exploration programs
planned by us will result in a profitable commercial mining operation.
Significant capital investment is required to achieve commercial production from
successful exploration efforts.

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| |  52  | Annual Information Form
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The
commercial viability of a mineral deposit is dependent upon a number of factors.
These include deposit attributes such as size, grade and proximity to
infrastructure, current and future metal prices (which can be cyclical), and
government regulations, including those relating to prices, taxes, royalties,
land tenure, land use, importing and exporting of minerals and necessary
supplies and environmental protection. The complete effect of these factors,
either alone or in combination, cannot be entirely predicted, and their impact
may result in us not receiving an adequate return on invested capital.

The
figures for mineral reserves and resources included herein are estimates and no
assurance can be given that the anticipated tonnages and grades will be achieved
or that the indicated level of recovery will be realized. Market fluctuations
and the prices of metals may render resources uneconomic. Moreover, short-term
operating factors relating to the mineral deposits, such as the need for orderly
development of the deposits or the processing of new or different grades of ore,
may cause a mining operation to be unprofitable in any particular accounting
period. In addition, we may not be able to secure drilling contractors, rigs and
personnel during our desired time periods and at our expected costs.

The
estimates of mineral resources is a subjective process, the accuracy of which is
a function of the quantity and quality of available data and the assumptions
made and judgment used in the engineering and geological interpretation, which
may prove un-reliable, and may be subject to revision based on various factors.

There
is no assurance that any anticipated level of recovery of gold reserves will be
realized or will ever qualify as commercially mineable (or viable) ore body
which can be legally and economically exploited. Estimates of reserves,
resources, mineral deposits and production costs can also be affected by such
factors as environmental permitting regulations and requirements, weather,
environmental factors, unforeseen technical difficulties, unusual or unexpected
geological formations and work interruptions. Material changes in ore reserves,
grades, stripping ratios or recovery rates may affect the economic viability of
any project.

Uncertainty of acquiring additional mineral rights

The
Companys future growth and productivity will depend, in part, on its ability to
identify and acquire additional commercially mineable mineral rights, and on the
costs and results of continued exploration and development programs. Mineral
exploration is highly speculative in nature and is frequently non-productive.
Substantial expenditures are required to: establish ore reserves through
drilling and metallurgical and other testing techniques; determine metal content
and metallurgical recovery processes to extract metal from the ore; and
construct, renovate or expand mining and processing facilities. In addition, if
the Company discovers ore, it would take several years from the initial phases
of exploration until production is possible. During this time, the economic
feasibility of production may change. There can be no assurance that the Company
will in future successfully acquire additional commercially mineable (or viable)
mineral rights.

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Little history of mining operations or profitability

The
  Companys properties are in the trial mining and commencement of commercial
  production stages. As a result, Great Basin is subject to all of the risks
  associated with establishing new mining operations including: the timing and
  cost, which can be considerable, of the construction of mining and processing facilities; the availability and costs
  of skilled labour and mining equipment; the availability and costs of
  appropriate smelting and/or refining arrangements; the need to obtain necessary
  environmental and other governmental approvals and permits, and the timing of
  those approvals and permits; and, the availability of funds to finance
  construction and development activities. It is common in new mining operations
  to experience unexpected problems and delays during construction, development,
  and mine start-up. Such operations are subject to all the hazards and risks
  normally encountered in the exploration for, and development and production of
  gold and other precious or base metals, including unusual and unexpected
  geologic formations, seismic activity, rock bursts, fires, cave-ins, flooding
  and other conditions involved in the drilling and removal of material as well as
  industrial accidents, labour force disruptions, fall of ground accidents in
  underground operations, and force majeure factors, any of which could result in
  damage to, or destruction of, mines and other producing facilities, damage to
  person or property, environmental damage, delays, increased production costs,
  monetary losses and possible legal liability. Milling operations are subject to
  hazards such as equipment failure or failure of retaining dams around tailings
  disposal areas, which may result in environmental pollution and consequent
  liability. In addition, delays in the commencement of mineral production often
  occur.

Government regulation

Great
Basins mineral exploration and planned development activities are subject to
various laws governing prospecting, mining, development, production, taxes,
labour standards and occupational health, mine, safety, toxic substances, land
use, water use, land claims of local people and other matters. Although Great
Basins exploration and development activities are currently carried out in
accordance with all applicable rules and regulations, no assurance can be given
that new rules and regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could limit or curtail
development.

Many
of Great Basins mineral rights and interests are subject to government
approvals, licenses and permits. Such approvals, licenses and permits for the
Burnstone Mine are, as a practical matter, subject to the discretion of the
South African government. No assurance can be given that Great Basin will be
successful in maintaining any or all of the various approvals, licenses and
permits in full force and effect without modification or revocation. To the
extent such approvals are not maintained, Great Basin may be delayed, curtailed
or prohibited from continuing or proceeding with planned exploration or
development of mineral properties.

Failure
to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions thereunder, including orders issued by regulatory
or judicial authorities causing operations to cease or be delayed or curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions. Parties engaged in the exploration
or development of mineral properties may be required to compensate those
suffering loss or damage by reason of the activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or
regulations.

New
laws and regulations or amendments to current laws and regulations governing
operations or more stringent implementation thereof could have a substantial
adverse impact on Great Basin and cause increases in exploration expenses,
capital expenditures or require abandonment or delays in development of mineral
interests.

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| |  54  | Annual Information Form
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A substantial or extended decline in gold prices would
have a material adverse effect on our business

Our business is dependent on the price of gold, which is
affected by numerous factors beyond our control. Factors tending to put downward
pressure on the price of gold include:

- sales or leasing of gold by governments and central banks;
- strengthening of the US dollar;
- global or regional recession or reduced economic activity;
- speculative trading;
- decreased demand for industrial uses, use in jewellery or investment;
- high supply of gold from production, disinvestment and scrap;
- interest rates;
- sales by gold producers in forward transactions and other hedging;
- the production and cost levels for gold in major gold-producing nations;
  and
- the cost level (in local currencies) for gold in major consuming nations.

Any substantial drop in the price of gold would adversely
impact our future revenues, profits and cash flows. In addition, sustained low
gold prices can:

- reduce revenues further as a result of production cutbacks due to cessation
  of the mining of deposits or portions of deposits that have become uneconomic
  at the then-prevailing gold price;
- halt or delay the development of new projects; and
- reduce funds available for exploration, with the result that depleted
  minerals are not replaced.

If
gold prices were to decline significantly for an extended period of time, we
might be unable to continue with the exploration and development of our
properties or fulfill our obligations under our agreements or under our permits
or licenses. As a result, we could lose our interest in or be forced to sell
some of our properties.

Although we have no reason to believe that the existence
and extent of any of our properties is in doubt, title to mining properties is
often subject to potential claims by third parties claiming an interest in them

Our
mineral properties may be subject to previous unregistered agreements or
transfers, and title may be affected by undetected defects or changes in mineral
tenure laws. Our mineral interests consist of mineral claims, prospecting rights
and new order mining right, some of which have not been surveyed, and therefore
the precise area and location of such claims or rights may be in doubt. The
failure to comply with all applicable laws and regulations, including the
failure to pay taxes, complete filings and other necessary applications or to
carry out and file assessment work, may invalidate title to portions of the
properties where our mineral rights are held.

We may not be able to obtain insurance for many of the
risks that we face

In
the course of exploration, development and production of mineral properties, a
variety of risks and, in particular, unexpected or unusual geological or
operating conditions, may occur. It is not possible to fully insure against many
of the risks, and we may decide not to take out insurance against such risks as
a result of high premiums or other reasons. Should such liabilities arise,
they could reduce or eliminate any future profitability and result
in an increase in costs and a decline in the value of our securities.

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| |  55  | Annual Information Form
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We
are not insured against all environmental risks. Insurance against environmental
risks (including potential liability for hazards as a result of the disposal of
waste products resulting from exploration and production) is not generally
available to companies in the mineral exploration and mining industry.
Management periodically evaluates the cost and coverage of the insurance that is
available against certain environmental risks to determine if it would be
appropriate to obtain such insurance. Without such insurance, and if we become
subject to environmental liabilities, the payment of such liabilities would
reduce or eliminate our available funds or could exceed the funds we have to pay
such liabilities and result in bankruptcy. Should we be unable to fund fully the
remedial cost of an environmental problem, we might be required to enter into
interim compliance measures pending completion of the required remedy.

We compete with other companies with greater financial
resources

We
operate in a competitive industry and compete with other more well established
companies which have greater financial resources than we do. We face strong
competition from other mining companies in connection with exploration and the
acquisition of properties producing, or capable of producing, base and precious
metals. Many of these companies have greater financial resources, operational
experience and technical capabilities than us. As a result of this competition,
we may be unable to maintain or acquire attractive mining properties on terms we
consider acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We are subject to fluctuations in currency exchange rates
which could adversely affect our financial position and the results of our
operations

We
conduct business in currencies other than Canadian dollars. We maintain most of
our working capital in Canadian dollars or Canadian dollar-denominated
securities and convert our Canadian funds to foreign currencies, predominantly
United States dollars and South African Rand as certain payment obligations
become due. Accordingly, we are subject to fluctuations in the rates of currency
exchange between the Canadian dollar and these foreign currencies, and these
fluctuations could materially affect our financial position and results of
operations.

Our
future revenues derived from gold sales will be in United States dollars. Of
particular significance is the fact that our operations in South Africa,
including costs relating to construction, services and materials, are almost
entirely paid for in South African Rand. Strength in the South African Rand
against the United States dollar, however, will negatively impact the potential
profitability of our mining operations in South Africa. The South African Rand
and United States dollar exchange rate has fluctuated significantly over the
last few years.

If we fail to hire and retain our key personnel, it may
have an adverse effect on our operations

We
depend on a number of key personnel, the loss of any one of whom could have an
adverse effect on our operations.

Our
ability to manage growth effectively will require us to continue to implement
and improve our management systems and to recruit and train new employees. We
cannot assure that we will be successful in attracting and retaining skilled and
experienced personnel.

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Difficulties for investors in foreign jurisdictions in
bringing actions and enforcing judgments

The
Company is organized under the laws of British Columbia and its principal
executive officers are resident in the Republic of South Africa. All of the
Companys officers and all but one of its directors, and all of the experts
named in this AIF, reside outside of the United States, and all or a substantial
portion of their assets, and a portion of the Companys assets, are located
outside of the United States. As a result, it may be difficult for investors in
the United States or otherwise outside of Canada to bring an action against
directors, officers or experts who are not resident in the United States or in
other jurisdictions outside Canada. It may also be difficult for an investor to
enforce a judgment obtained in a United States court or a court of another
jurisdiction of residence predicated upon the civil liability provisions of
federal securities laws or other laws of the United States or any state thereof
or the equivalent laws of other jurisdictions outside Canada against those
persons or the Company.

The Company may fail to achieve and maintain the adequacy
of internal control over financial reporting as per the requirements of the
Sarbanes-Oxley Act

The
Company documented and tested during its most recent fiscal year, its internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act (SOX). SOX requires an annual assessment by management and
an independent assessment by the Companys independent auditors of the
effectiveness of the Companys internal control over financial reporting. The
Company may fail to achieve and maintain the adequacy of its internal control
over financial reporting as such standards are modified, supplemented, or
amended from time to time, and the Company may not be able to ensure that it can
conclude on an ongoing basis that it has effective internal controls over
financial reporting in accordance with Section 404 of SOX. The Companys failure
to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis
could result in the loss of investor confidence in the reliability of its
financial statements, which in turn could harm the Companys business and
negatively impact the trading price of its Common Shares or market value of its
other securities. In addition, any failure to implement required new or improved
controls, or difficulties encountered in their implementation, could harm the
Companys operating results or cause it to fail to meet its reporting
obligations. There can be no assurance that the Company will be able to
remediate material weaknesses, if any, identified in future periods, or maintain
all of the controls necessary for continued compliance, and there can be no
assurance that the Company will be able to retain sufficient skilled finance and
accounting personnel, especially in light of the increased demand for such
personnel among publicly traded companies. Future acquisitions of companies may
provide the Company with challenges in implementing the required processes,
procedures and controls in its acquired operations. Acquired companies may not
have disclosure controls and procedures or internal control over financial
reporting that are as thorough or effective as those required by securities laws
currently applicable to the Company.

No
evaluation can provide complete assurance that the Companys internal control
over financial reporting will detect or uncover all failures of persons within
the Company to disclose material information otherwise required to be reported.
The effectiveness of the Companys controls and procedures could also be limited
by simple errors or faulty judgments. In addition, as the Company continues to
expand, the challenges involved in implementing appropriate internal controls
over financial reporting will increase and will require that the Company
continue to improve its internal controls over financial reporting. Although the
Company intends to devote substantial time and incur costs, as necessary, to
ensure ongoing compliance, the Company cannot be certain that it will be
successful in complying with Section 404.

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Risks More Specifically Relating to South Africa and the
Burnstone Mine

General

A
substantial part of our properties and operations are located in South Africa
and are exposed to the political and economic risks relating to South Africa.
These risks may include political and economic uncertainty and related currency
fluctuations.

Changes in mining legislation in South Africa could
adversely affect our operations

Our
business could be adversely affected by changes in government regulations
relating to HDSA ownership, exploration, mining and the environment. In South
Africa, in order to maintain security of tenure of our mineral properties, we
are obliged to comply with the MPRDA, the associated regulations and the
socio-economic scorecard. As a result of this new legislation, the South African
government exercises control over the granting of prospecting and mining rights,
beneficiation, mineral exports and taxation. Applications for prospecting and
mining rights are required to demonstrate their eligibility based on their
compliance with a number of BEE criteria. These include factors such as
ownership, employment equity, human resources development and procurement
policy.

Retention of prospecting and mining rights cannot be
guaranteed

In
South Africa, although we have successfully converted all of our old prospecting
rights to new order prospecting rights, and obtained our mining right (effective
February 17, 2009), new order prospecting or mining rights may be suspended or
cancelled where the DMR, having followed the requisite procedures under the
MPRDA, determines that the holder is in breach of the provisions of the MPRDA or
the terms under which such new order prospecting or mining rights were granted.
Similarly, rights could be suspended under related legislation in respect of
health and safety and the environment, including where the mineral is not mined
optimally in accordance with the relevant work programme. The MPRDA has also
significantly increased the potential penalties and restrictive provisions
relating to environmental management, environmental damage or pollution
resulting from prospecting or mining activities.

South Africa has complicated post-Apartheid BEE
legislation. Non-compliance with current and proposed BEE legislation and
policies could adversely affect our ability to retain or secure mining rights

In
South Africa, we are required to comply with local procurement, employment
equity, ownership and other regulations which are designed to redress historical
social and economic inequalities and ensure socioeconomic stability. We embrace
and will participate in initiatives intended to redress historical social and
economic inequalities. We consider these initiatives to be a strategic
imperative and we recognize the risk of not pursuing them vigorously or of them
not succeeding.

In
October 2002, the government and representatives of South African mining
companies and mineworkers unions reached broad agreement on the Mining Charter,
designed to facilitate the participation of HDSAs in the countrys mining
industry. The Mining Charter was subsequently promulgated on August 1, 2004 and,
as described below, was amended on September 20, 2010. Non-compliance with the
provisions of the Mining Charter could lead to loss of mining and related
rights.

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The
Mining Charters stated objectives include the expansion of opportunities for
persons disadvantaged by unfair discrimination under the previous political
dispensation; expansion of the skills base of such persons promotion of
employment and advancement of the social and economic welfare of mining
communities; and promotion of beneficiation within South Africa.

The
2004 Mining Charter requires mining companies to ensure that HDSAs hold at least
15% ownership of mining assets or equity in South Africa within five years and
26% ownership within 10 years from the effective date of the MPRDA (being May 1,
2004). We are presently in compliance with the Mining Charter requirements, but
we cannot be certain that we will continue to be in compliance with the Mining
Charter requirements, which theoretically can be changed by legislative acts of
the South African government at any time.

The
Companys BEE partner, Tranter, which is owned by HDSAs, is in breach of the
requirements of its loan agreement with Investec under which it borrowed ZAR200
million ($27 million) (ZAR205 million ($27 million) currently outstanding) to
partly fund the purchase of 19,938,650 Great Basin common shares in 2007. The
default is due to an approximate ZAR45 million ($6 million) unfunded cash margin
call arising as a consequence of the decline in the trading price of the Great
Basin common shares serving as collateral for the loan. Of the Companys
existing guarantee of ZAR140 million ($19 million), ZAR12 million ($1.6
million) remains available to meet the unfunded cash margin. If Investec
ultimately enforces its security and Tranter loses title to the 19,938,650 Great
Basin common shares, Tranter Burnstone would have no financial interest in the
Burnstone Mine which may, unless otherwise remedied, adversely affect the
Companys continuing compliance with the Mining Charter. We are seeking, through
ongoing discussions with Investec and Tranter, to assist Tranter to remedy their
default position and meet their future loan obligations which could, in certain
circumstances, result in the Company assuming all or a portion of the remaining
loan obligation. Whilst the outcome of the discussions is uncertain, we do not
expect the outcome of these discussions to affect our current compliance with
the Mining Charter or near term cash flow.

Amended Mining Charter

The
following narrative about proposed revisions to the Mining Charter has been
paraphrased from a publicly available January, 2012 report in the African
Business Journal. Its facts and views accord with those of the Company as an
accurate description of current situation in respect of the new Mining
Charter.

In
September, 2011, the South African government released its amended Broad Based
Socio Economic Empowerment Charter for the South African Mining Industry (the
Amended Charter). This occurred against negative press surrounding the
licensing process administered by the Department of Mineral Resources (DMR),
the ongoing debate surrounding the nationalization of the countrys mines and
the countrys falling ranking on Canadas Fraser Institute Survey of Mining
Companies. While the new legislation is aimed at addressing various shortcomings
in the implementation of the Mining Charter of 2002 (the Old Charter), in the
view of the Company and others does not yet provide sufficient clarity on
certain empowerment targets or on the broad discretionary powers given to the
DMR.

According
to the DMR, the amendments and clarifications contained in the Amended Charter
are intended to streamline and expedite attainment of its objectives and to
introduce an element of sustainable growth of the mining industry, which seeks
to ensure sustainable transformation and growth of the mining industry. The Old
Charter aimed to empower and improve the socio-economic welfare of HDSAs but it
is widely recognized that its transformation objectives have not been met. For
example, while the Old Charter set a target of 15 per cent ownership of mining
assets by HDSAs by 2009, a review undertaken by the DMR found that HDSA
ownership of mining assets reached just 8.9 per cent by the 2009 deadline.

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The
Amended Charter retains the Old Charters longer term goal of 26 per cent HDSA
ownership of mining assets by 2014 which is to be structured in such a way as to
enable meaningful economic participation of HDSAs. The Amended Charter
introduces an off-set mechanism which allows a mining company to offset up to 11
per cent of its HDSA ownership requirements against the value of the level of
beneficiation it achieves.

While
the Amended Charter contains some helpful definitions including a definition of
beneficiation which was absent in the Old Charter, a number of its provisions
are ambiguous. For example, the Amended Charter defines meaningful economic
participation to include the structuring of BEE transactions (pursuant to which
a portion of the equity of a mining company is transferred to a BEE entity) such
that barring unfavourable market conditions, the mining company is obligated to
ensure that some of the cash flow of the company will flow to the BEE entity
throughout the term of the investment. To this end, the financing of such BEE
transactions must be structured such that a percentage of the cash flow is used
to service the funding of the structure while the remaining amount is paid to
the BEE beneficiaries. The Amended Charter is silent on the form that the cash
flow should take to vest within the timeframes agreed with the BEE entity taking
into account market conditions. The Amended Charter also provides that BEE
beneficiaries are entitled to full shareholder rights such as a right to full
participation at annual general meetings and voting rights. The Amended Charter
proposes new procurement targets for mining companies. Mining companies are now
required to procure a minimum of 40 per cent of capital goods, 70 per cent of
services and 50 per cent of consumer goods from BEE entities by 2014. Some
additional clarity is provided in respect of targets set for diversity,
equitable representation at junior, middle and senior management levels, skills
development, measures to improve the standards of housing and living conditions
for mine workers, environmental management and health and safety standards.

The
Amended Charter also introduces the concept of a social development fund into
which multinational suppliers of capital goods must contribute a minimum of 0.5
per cent of their annual income generated from local mining companies. The
Amended Charter does not address the manner in which the fund is to be
administered. Non-compliance with the provisions of the Amended Charter will
render a mining company in breach of the MPRDA. Under section 47 of the MPRDA,
the Minister of Mineral Resources has the power to suspend or cancel rights,
permits or permissions where a holder of such rights, permits or permissions is
in breach of the Act. Consequently, a mining company could lose its licence to
operate if it fails to meet the targets set in the Amended Charter within the
prescribed timeframes.

The
Minister of the DMR has broad administrative discretion to unilaterally amend
the Amended Charter as and when the need arises thus contributing to the
general regulatory uncertainty. In a speech delivered to the Africa Down Under
Conference in Perth, Australia on September 1, 2010, the Minister of Natural
Resources announced a Joint Stakeholder Task Team to identify the amendments
that need to be made to the MPRDA to resolve these ambiguities.

In
a media conference held in Pretoria, South Africa on August 17, 2011 the
Minister noted that the lack of transparency in, and access to, licensing data
is causing unnecessary suspicion of the licensing regime. She also cited
administrative capacity problems and increasing perceptions of corruption and
incompetence as problem areas to be addressed. At the media conference, the
Minister announced, inter alia, a six month moratorium on new applications for
prospecting mining licenses to allow the DMR to complete an audit of licences
granted since the promulgation of the MPRDA and confirmed that from September 1,
2011, information on the status of applications for exploration and mining
licences will be accessible on the DMRs website. The Minister also announced a
new integrated system of licence process tracking which would be ready for
public access within six months. Initial industry reaction to the new
measures would suggest that the South African government has introduced more
uncertainty to the regulatory regime than intended and further steps will have
to be taken to provide the clarity and consistency required to implement these
new rules.

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We could incur substantial costs due to the environmental
impact of our mining operations

Our
operations are subject to South African environmental legislation and
regulations, specifically the MPRDA and the National Environmental Management
Act, 1998 (NEMA). Of these, the provisions of NEMA are particularly
far-reaching, especially Section 28 thereof, which states that every person who
causes, has caused or may cause significant pollution or degradation of the
environment must take reasonable steps to prevent such pollution or degradation
from occurring, continuing or recurring, or in so far as such harm to the
environment is authorised by law or cannot reasonably be avoided or stopped, to
minimise and rectify such pollution or degradation of the environment. Some have
speculated that Section 28 of NEMA may have introduced the principle of strict
liability with respect to the causation of environmental impacts. The reach of
the relevant provisions of NEMA, however, are still to be interpreted by the
South African courts.

Under
the MPRDA, companies that undertake mining activities must make financial
provision for rehabilitation liabilities to the satisfaction of the DMR, and
directors of companies may be held jointly and severally liable for any
unacceptable negative impact on the environment, including damages caused by the
company which they represent.

Under
the National Water Act, 1998, the owner of land and controllers or occupiers of
land on which any activity or process is or was performed or undertaken or on
which any situation exists that causes, has caused or is likely to cause the
pollution of a water resource, must take all reasonable measures to prevent such
pollution from occurring, continuing or recurring.

The
Department of Environmental Affairs and Tourism and the Department of Water
Affairs may issue administrative directives to enforce the provisions of NEMA
and the National Water Act to take specific anti-pollution measures, continue
with those measures and/or to complete those measures.

Operations in South Africa are subject to greater
risks

We
are subject to the risks normally associated with the conduct of business in
foreign countries. The occurrence of one or more of these risks could have a
material and adverse effect on the viability of our affected foreign operations
which in turn could have a material and adverse affect on our future cash flows,
earnings, results of operations and financial condition.

Risks
may include, among others, labour disputes, delays or invalidation of
governmental orders and permits, corruption, uncertain political and economic
environments, civil disturbances and terrorist actions, arbitrary changes in
laws or policies, foreign taxation and exchange controls, opposition to mining
from environmental or other non-governmental organizations or changes in the
political attitude towards mining, limitations of foreign ownership, limitations
on the repatriation of earnings, infrastructure limitations and increased
financing costs. HIV/AIDS is also prevalent in South Africa. Some of our
employees may have or could contract this potentially deadly virus. The
prevalence of HIV/AIDS could cause lost employee man-hours and may make finding
skilled labour more difficult. These risks may limit or disrupt our exploration
activities or development of future mining operations, restrict the movement of
funds, or result in expropriation without fair compensation.

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The impact of the South African Mineral and Petroleum
Resources Royalty Act

The
Mineral and Petroleum Resources Royalty Act, which provides that a royalty will
be payable to the South African government for gold production at a percentage
of revenues from the gross sale of refined gold came into operation on March 1,
2010. The royalty payable on the Burnstone Mine is currently 4% of gross sales
of refined gold; there is no certainty that it would not be higher in future.

The impact of the Gold Fields arbitration

As
discussed under Item 12 Legal Proceedings, we are subject to an arbitration
process where Gold Fields is claiming the reinstatement of a 2% royalty over a
substantial portion of our Area 1 resources at the Burnstone Mine. The outcome
of this arbitration is not currently determinable and we may be required to
either pay the royalty or offer other consideration in lieu thereof. In either
of these events we would be seeking a recovery of the $11 million paid to Gold
Fields in 2007 for cancellation of the royalty.

Risks More Specifically Relating to the Hollister Gold
project

Risks associated with the Environmental Impact Statement

The
Company is required to prepare an environmental impact statement as part of its
mining permitting application at the Hollister Gold Project. Preparing the EIS
is an in-depth and involved process and as a consequence, there is great
uncertainty in respect of timing and requirements to successfully complete an
EIS. Failure or delay to get an EIS could materially hinder, delay or preclude
the Company moving into production at the Hollister Gold Project.

Permit restriction on production

At
the Hollister Gold Project, test mining and bulk sampling commenced during 2008.
The permitted production and processing offsite of ore at the Hollister Gold
Project is currently limited to 275,000 tons of ore per year in accordance with
recent permitting received December 24, 2008. If the Company fails to obtain
and/or maintain in good standing the necessary permits or exceeds the production
restrictions on its current permitting, its trial mining and planned development
activities could cease or be delayed.

We could incur substantial costs due to the environmental
impact of our mining operations

The
Companys activities at the Hollister Gold Project are subject to extensive
federal, state and local laws and regulations governing environmental
protection. We must obtain governmental permits and provide associated financial
assurances to carry on certain activities. We are also subject to various
reclamation-related conditions imposed under federal or state air, water quality
and mine reclamation rules and permits.

Failure
to comply with the appropriate environmental laws can lead to injunctions,
damages, suspension or revocation of permits and the imposition of penalties.
There can be no assurance that the Company has been or will at all times be in
complete compliance with such laws or permits or that the cost of complying with
current and future environmental laws and permits will not materially adversely
affect our future cash flow and results of operations.

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Working capital requirements due to time delays in
monetizing recovered metal

The
Company is required to fund the short term working capital requirements from
time to time due to the delay in monetizing recovered ounces as a result of
various refining related challenges at the Hollister Gold Project. Recently, the
Company had to arrange for refiners to treat the carbon from the Esmeralda Mill
to ensure planned recoveries are achieved while upgrades to the acid wash and
carbon regeneration circuit are ongoing. Limited availability of refiners to
treat the quantum of carbon impacts on the timing of monetizing the carbon as
well as the refining costs involved. The Company has negotiated a refining
contract with Rand Refinery that allows for regular shipments of carbon to be
processed, which reduces the time to monetize the recovered metal.

Risks Relating to Financial Matters

The Company may be unable to repay its Indebtedness

The
Company has over US$200 million in secured debt and in 2009 it issued $126
million of 8% unsecured debentures, due November 30, 2014. Should the Company be
unable to repay these loans when due, the Company could face legal action by
debt holders who can realize on the Companys assets, resulting in a seizure and
sale with loss to the Company. The Companys unsecured indebtedness must be
repaid if not converted into common share equity failing which the debenture
holders may obtain judgments and ultimately realize against the Companys assets
if the Company defaults in respect of the debenture obligations.

Risks Related to Common Shares

Further equity financing may substantially dilute the
interests of our shareholders

We
may require additional funds to fund our exploration and development programs
and potential acquisitions. If we raise additional funding by issuing additional
equity securities, such financing may substantially dilute the interests of our
shareholders.

Our common shares may experience price and volume
volatility

In
recent years, the securities markets have experienced a high level of price and
volume volatility, and the market price of securities of many companies has
experienced wide fluctuations, which have not necessarily been related to the
operating performance, underlying asset values or prospects of such companies.
There can be no assurance that such fluctuations will not affect the price of
our securities, and the price may decline below their acquisition cost. As a
result of this volatility, you may not be able to sell your securities at or
above their acquisition cost.

Securities
of mining companies have experienced substantial volatility in the past, often
based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macroeconomic developments in the
countries where we carry on business and globally, and market perceptions of the
attractiveness of particular industries. The price of securities of the Company
is also likely to be significantly affected by short-term changes in commodity
prices, other precious metal prices or other mineral prices, currency exchange
fluctuation and the political environment in the countries in which we do
business and globally.

In
the past, following periods of volatility in the market price of a companys
securities, shareholders have often instituted class action securities
litigation against those companies. Such litigation, if instituted, could result in substantial costs
and diversion of management attention and resources, which could significantly
harm our profitability and reputation.

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We have a history of losses

We
and our predecessor companies have 15 year history of losses, and there can be
no assurance that we will ever be profitable. We anticipate that we will retain
future earnings and other cash resources for the future operation and
development of our business. We have not paid dividends since incorporation, and
we do not anticipate paying dividends in the foreseeable future. Payment of any
future dividends is at the discretion of our board of directors after taking
into account many factors including our operating results, financial condition
and anticipated cash needs.

A number of existing agreements provide for additional
issuances of shares that would result in dilution to shareholders

We
may issue additional common shares or securities convertible into common shares
in the future pursuant to a number of existing agreements and further issuances
due to anti-dilution provisions in existing agreements.

Sales of substantial amounts of our securities may have
an adverse effect on the market price of our securities

Sales
of substantial amounts of our securities, or the availability of such securities
for sale, could adversely affect the prevailing market prices for our
securities. A decline in the market prices of our securities could impair our
ability to raise additional capital through the sale of securities should we
desire to do so.

We follow corporate governance requirements of Canadian
corporate and securities laws

The
  Companys common shares are listed for trading on the NYSE Amex Equities
  exchange (NYSE Amex). Section 110 of the NYSE Amex Company
  Guide permits NYSE Amex LLC, as the responsible self-regulatory organization,
  to consider the laws, customs and practices of foreign issuers in relaxing certain
  NYSE Amex LLC listing criteria, and to grant exemptions from NYSE Amex LLC 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 NYSE
  Amex LLC 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 NYSE Amex LLC 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.

Risks Relating to our Business and Operations

If
any of the foregoing events, or other risk factor events not described herein
occur, our business, financial condition or results of operations could suffer.
In that event, the market price of our securities could decline and investors
could lose all or part of their investment.

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ITEM
6      **DIVIDENDS**

The
Company has not paid any dividends on any of its shares since incorporation and
does not presently have any intention of paying dividends.

**ITEM 7**     
DESCRIPTION OF CAPITAL STRUCTURE

Great
Basins share capital consists of common shares without par value, of which an
unlimited number of shares are authorized and 475,731,436 common shares without
par value were issued and outstanding as fully paid and non-assessable as of
December 31, 2011 as well as 17,957,803 share options outstanding at that
date.

The
following details the share capital structure as at March 30, 2012. These
figures may be subject to minor accounting adjustments prior to presentation in
future consolidated financial statements.

Table 25 - Share Capital Structure.

Share Capital StructureEquity type
      Expiry date
      Exercise price
      Number granted (thousands)
      Total (thousands)Common shares
      
      
      
      542,431Share purchase options
      April 18, 2012
      $2.68
      90July 15, 2012
      $1.49
      233October 9, 2012
      $1.65
      195February 10, 2013
      $1.78
      157March 26, 2013
      $1.74
      1,680April 10, 2013
      $3.60
      110August 3, 2013
      $1.81
      313November 9, 2013
      $2.96
      340January 14, 2014
      $1.35
      625February 11, 2014
      $1.75
      690March 11, 2014
      $2.46
      3,991April 12, 2014
      $1.49
      2,130July 5, 2014
      $1.97
      610July 15, 2014
      $1.49
      100September 26, 2014
      $2.02
      980October 17, 2014
      $1.64
      800November 21, 2014
      $1.33
      400January 23, 2015
      $1.10
      7,015March 26, 2015
      $1.74
      1,242


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March 11, 2016
    $2.46
    1,175May 5, 2016
    $2.36
    400
    23,275Convertible debentures
    November 30, 2014
    $2.15
    58,837
    58,837Share purchase warrants
    March 30, 2014
    $0.90
    33.350
    33,350Fully diluted shares
    
    
    
    657,893


There
have been no changes in the classification of common shares (reclassifications,
consolidations, reverse splits or the like) within the previous five years. All
common shares of Great Basin rank pari passu (i.e. equally) for the payment of
any dividends and distributions in the event of a windup. Great Basins
securities have not received any ratings from any rating organization.

**ITEM 8**      MARKET
FOR SECURITIES

Trading Price and Volume

TSX
and NYSE Amex are our primary markets although we listed our common shares on
the JSE in 2006 by way of a secondary listing. The Companys common shares are
listed on the TSX, the Amex and the JSE under the trading symbol GBG. The
following tables set forth information relating to the trading of the common
shares on the TSX, Amex and JSE for the months indicated.

Table 26 - Trading of the common shares on the TSX.

Month
      **TSX
        Price Range**
      Total
        Volume**High**
      **Low**March 2011
      2.64
      2.23
      47,189,247April 2011
      2.72
      2.35
      42,265,810May 2011
      2.53
      1.83
      49,493,651June 2011
      2.20
      1.63
      57,359,099July 2011
      2.20
      1.90
      40,665,569August 2011
      2.20
      1.70
      68,371,093September 2011
      2.35
      1.66
      56,362,847October 2011
      1.86
      1.40
      40,386,428November 2011
      1.49
      0.88
      89,340,820December 2011
      1.22
      0.90
      45,624,466January 2012
      1.32
      0.97
      39,905,294February 2012
      1.29
      0.86
      57,686,338March 1 to 22, 2012
      0.92
      0.65
      53,284,846


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Table 27 - Trading of the common shares on the NYSE Amex.

Month
      **Amex Price Range (in
        US$)**
      Total Volume**High**
      **Low**March 2011
      2.77
      2.25
      44,220,446April 2011
      2.83
      2.44
      36,083,025May 2011
      2.66
      1.86
      43,895,652June 2011
      2.38
      1.67
      58,132,080July 2011
      2.30
      1.97
      37,068,433August 2011
      2.24
      1.72
      81,458,005September 2011
      2.37
      1.60
      53,077,174October 2011
      1.77
      1.41
      56,690,366November 2011
      1.47
      0.86
      78,114,723December 2011
      1.21
      0.88
      52,471,768January 2012
      1.31
      0.95
      41,347,617February 2012
      1.30
      0.87
      54,274,165March 1 to 22 , 2012
      0.93
      0.66
      47,848,537


Table 28 - Trading of the common shares on the JSE.

Month
      JSE Price Range
      Total VolumeHigh (ZAR)
      Low (ZAR)March 2011
      18.90
      16.50
      138,287April 2011
      19.00
      16.80
      222,376May 2011
      17.79
      13.11
      347,666June 2011
      15.00
      11.57
      146,427July 2011
      16.24
      12.00
      213,690August 2011
      15.10
      12.58
      635,152September 2011
      17.50
      13.50
      333,190October 2011
      14.00
      11.50
      357,631November 2011
      12.50
      7.60
      458,991December 2011
      9.80
      7.30
      1,081,982January 2012
      10.50
      7.75
      468,609February 2012
      10.44
      6.75
      406,264March 1 to 22, 2012
      7.20
      5.25
      1,802,577


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| |  67  | Annual Information Form
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Prior Sales

No
securities of the Company that were outstanding, but not listed or quoted on a
marketplace were sold by the Company during the most recently completed
financial year.

|ITEM 9 | ESCROWED SECURITIES AND SECURITIES SUBJECT
      TO **CONTRACTUAL RESTRICTIONS ON TRANSFER**
|------ | --------------------------------------------------------------------------------------------

There
are no shares of Great Basin held in escrow, or subject to contractual
restrictions on transfer.

ITEM 10    DIRECTORS AND OFFICERS

Name,
Occupation and Security Holding:

The
names and municipalities of residence of the directors and officers of the
Company, their principal occupations during the past five years, and the period
of time they have served as directors or officers of Great Basin are as follows.
Except where indicated, each director and senior officer of Great Basin has held
the same or similar principal occupation with the organization indicated or a
predecessor thereof for the last five years.

A. Directors

Table 29 - Directors.

Name, position in the Company and province or state, and country of residence
      Period(s) a director of the
    CompanyPatrick R. Cooke Director Johannesburg, South
      Africa
    Since April 2006T. Barry Coughlan Director Vancouver, British
      Columbia, Canada
    Since February 1998Ferdinand Dippenaar President, Chief Executive Officer
      and Director Bryanston, Gauteng, South Africa
    Since December 2005Anu Dhir Director Toronto, Ontario, Canada
    Since May 2011David M.S. Elliott Director Vancouver, British
      Columbia, Canada
    Since July 2004 to June 2011H. Wayne Kirk Director Orcas, Washington, USA
    Since July 2004 to January 2012Philip Kotze Director Johannesburg, South Africa
    Since May 2011


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Octavia Matloa Director Johannesburg, South Africa
    Since May 2011Joshua C. Ngoma Director Sandton, Gauteng, South
      Africa
    Since July 2009Gert J. Robbertze Director Sandton, Gauteng, South
      Africa
    Since March 2010 to
      July, 2011Ronald W. Thiessen Chairman of the Board and Director
      West Vancouver, British Columbia, Canada
    Since October 1993


At
the annual general meeting held on June 7, 2011, directors listed above, except
for Mr. Elliot who did not stand for reelection, were re-elected to a one-year
term of office expiring at the next annual general meeting of Great Basin, which
is expected to be held on June 6, 2012.

Effective
July 15, 2011 Gert J. Robbertze resigned as director and on January 30, 2012, H.
Wayne Kirk, resigned as a director. Both were non-executive independent
directors.

Based
on insider reports filed on www.sedi.ca, as at
March 27, 2011, the above directors beneficially owned, directly or indirectly,
or exercised control or direction over common shares of the Company (0.27%), or
common shares on a fully diluted basis (0.23%).

The
following committees have been established by the members of Great Basins Board
of Directors:

Table 30 - Board Committees.

MembershipAudit Committee
    Patrick R. Cooke, Chair
      Philip Kotze Octavia MatloaCompensation Committee
    T. Barry Coughlan, Chair
      Patrick R. Cooke Anu DhirNominating and Corporate Governance Committee
    H. Wayne Kirk, Chair (Up to Jan
      2012) T. Barry Coughlan Anu DhirEnvironmental, Health and Safety Committee
    Joshua C. Ngoma, Chair 
      Philip KotzeInvestment Committee
    Ferdi Dippenaar, Chair
      Octavia Matloa Ronald W. ThiessenExecutive Committee
    Ronald W. Thiessen, Chair
      Patrick R. Cooke T. Barry Coughlan Ferdi Dippenaar


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| |  69  | Annual Information Form
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The
mandate of each of these committees is more particularly described in Great
Basins management information circular filed on www.sedar.com on May 17, 2011 and on the Companys
website at www.greatbasingold.com.

The
following biographies have been provided by the individual directors:

Principal Occupation and Other Companies Served by Current
Directors of Great Basin

PATRICK R. COOKE, B.Comm (Wits), CA (SA)  Director

Patrick
Cooke is a native of South Africa and received his chartered accountant
designation in South Africa in 1981. As a Chartered Accountant he worked as a
management consultant with one of the large accounting companies as well as
working for a merchant bank. Mr. Cooke was responsible for listing two companies
on the main board of the Johannesburg Stock Exchange and was the Financial
Director of a third JSE listed company. His industry experience is wide, having
been involved in mineral resources, information technology, wholesale fast
moving consumer goods, financial services and professional services companies.
He was appointed a non-executive director of Sallies Limited in October 2009
and, with effect from February 1, 2010, was appointed Financial Director and
Chief Operating Officer and with effect from 8 February 2011 was appointed
Acting Chief Executive Officer. Effective 1 January 2012 Mr. Cooke resigned from
Sallies Limited. Mr. Cooke has been appointed a non-executive director of
Anooraq Resources Corporation with effect from 1 January 2012.

Mr.
Cooke is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

Company
      Positions Held
      From
      ToPangea DiamondFields PLC
    Director
    August 2006
    December 2008Great Basin Gold Ltd.
    Director
    April 2006
    PresentSallies Ltd.
    Director
    October 2009
    January 1, 2012Financial Director, CFO, COO and
      Acting CEO
    February 2010
    January 1, 2012Anooraq Resources Corp
    Director
    January 2012
    Present


T. BARRY COUGHLAN, B.A.  Director

Barry
Coughlan is a self-employed businessman and financier who over the past 24 years
has been involved in the acquisition and financing of publicly traded mining
companies. His principal occupation is President and Director of TBC Ventures
Ltd., a private investment company, which has developed resource projects in
Canada, the USA, Africa and Mexico.

Mr.
Coughlan is, or was within the past five years, an officer and/or director of
the following public companies:

Company
      Positions Held
      From
      ToFarallon Resources Ltd.
    Director
    March 1998
    January 2011Great Basin Gold Ltd.
    Director
    February 1998
    Present


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| |  70  | Annual Information Form
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Company
      Positions Held
      From
      ToIcon Industries Ltd.
    President, CEO and Director
    September 1991
    February 2010Quartz Mountain Resources Ltd.
    Director
    January 2005
    PresentTaseko Mines Limited
    Director
    February 2001
    PresentQuadro Resources Ltd.
      (formerlyTri-Gold Resources Corp).
    President and Director
    June 1986
    PresentAmarc Resources Ltd.
    Director
    February 2009
    PresentCreso Explorations Inc.
    Director
    June 2010
    October 2010Vatic Ventures Corp.
    Director
    January 2011
    PresentRathdowney Resource Corp
    Director
    March 2011
    Present


FERDINAND DIPPENAAR, B. Proc, B. Comm, MBA  President, Chief
Executive Officer (CEO) and Director

Ferdi
Dippenaar is a resident of the Republic of South Africa and is a well known
member of the gold mining industry in South Africa. He holds a Bachelors of
Commerce and Procuration Degrees, and an MBA from North West University in South
Africa.

Mr.
Dippenaar started his career at the Buffelsfontein gold mine in 1982 and was
employed in various financial and administrative capacities at the Gengold
mines. In 1996, he became managing director of Grootvlei and of East Rand
Proprietary Mines. Following Harmony Golds acquisition of Grootvlei and Cons
Modder, he was appointed Marketing Director of Harmony in 1997, overseeing
Harmonys, corporate development, service delivery departments and the companys
investor relations. Mr. Dippenaar was appointed Director, President and CEO of
Great Basin in December 2005.

Mr.
Dippenaar is, or was within the past five years, an officer and/or director of
the following public companies:

Company
      Positions Held
      From
      ToVillage Main Reef Gold Mining
      Company (1934) Ltd.
    Director
    July 2008
    PresentKryso Resources Inc.
    Director
    April 2007
    June 2010Great Basin Gold Ltd.
    Director, President and Chief
      Executive Officer
    December 2005
    Present


ANU DHIR, BA JD  Director

Anu
Dhir holds a Bachelor of Arts degree from the University of Toronto, Canada and
a law degree (Juris Doctor) from Quinnipiac University, Connecticut, USA. She
was called to the Connecticut bar in 1995. Anu has extensive experience in
private equity and publicly-held companies in the mining, oil and gas and
technology sectors. She most recently served as Vice President, Corporate
Development and Company Secretary at Katanga Mining Limited, a TSX-listed
company, and is currently Managing Director of Miniqs Limited, a private group
primarily interested in resource projects that have the capability to grow into
major producing operations.

Ms.
Dhir is, or was within the past five years, a director and/or officer of the
following reporting issuers in Canada or a foreign jurisdiction:

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| |  71  | Annual Information Form
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Company
      Positions Held
      From
      ToGreat Basin Gold Ltd.
    Director
    May 2011
    PresentFrontier Rare Earths Limited
    Director
    November 2010
    PresentKazakh Compass Fund Ltd.
    Director
    June 2009
    PresentAnooraq Resources Corporation
    Director
    July 2008
    PresentKatanga Mining Limited
    Vice President and Corporate
      Secretary
    January 2006
    October 2009


PHILIP KOTZE - Director

Philip
Kotze is a mining engineer with over 30 years of experience in the mining
industry, including both operational and executive positions at AngloGold
Limited, Kalahari Goldridge Mining Company Limited and Harmony Gold Mining
Company Limited. A graduate of the University of the Witwatersrand with a
Graduate Diploma in Engineering (Mining Economics), Mr Kotze also holds a
National Higher Diploma in Metalliferous Mining (WITS Technicon) as well as
qualifications in Industrial Relations and Management from the University of
South Africa.

Mr.
Kotze is, or was within the past five years, a director and/or an officer of the
following reporting issuers in Canada or a foreign jurisdiction:

Company
      Positions Held
      From
      ToWitwatersrand Consolidated Gold Resources
    CEO
    August 2011
    PresentGreat Basin Gold Ltd
    Director
    May 2011
    PresentAnooraq Resources Corporation
    President and CEO and Director
    July 2005
    April 2011


OCTAVIA M. MATLOA, B Comm. (Hons.) CTA, CA (SA)

Octavia
Matshidiso Matloa is a qualified Chartered Accountant CA (SA), Registered
Auditor with the South African Institute of Chartered Accountants (SAICA) and
the Independent Regulatory Board of Auditors (IRBA) respectively. She majored in
accounting and economics with the University of Cape Town and obtained her B.
Com. Hon and CTA with the University of Pretoria.

Ms.
Matloa is the founder of Tsidkenu Chartered Accountants Inc., Jireh Holdings,
Mukundi Mining Resources, Bokkies Transport, the Vibe Group; and Nissy Holdings.
In addition she has been appointed by court as the first woman curator in the
insurance industry; and she served/serves on the various public sector audit
committees. She also won awards for Van Ryns Black Business Quarterlys as
Business Women of the Year 2010 and New Entrepreneur for 2011.

Ms.
Matloa is, or was within the past five years, a director and/or an officer of
the following reporting issuers in Canada or a foreign jurisdiction:

Company
      Positions Held
      From
      ToGreat Basin Gold Ltd
    Director
    May 2011
    Present


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JOSHUA C. NGOMA, M.Eng  Director

Joshua
Ngoma is a founding member and the current Chief Executive Officer of Tranter
Holdings (Pty) Ltd. He holds a Bachelor of Engineering degree with honours in
mining engineering from Camborne School of Mines in the UK and a Master of
Engineering in Project Management from Pretoria University in South Africa and
has spent most of his career in the mining industry. He served with ZCCM (Zambia
Consolidated Copper Mines Ltd), Cementation Mining, De Beers and Sasol Mining
before joining Eyesizwe Coal, where he served from Group Technical Manager to
General Manager of the Matla Colliery. He later joined Anglo Platinum as the
Group Manager: New Mining Technologies, where he was responsible for the
development and implementation of the Groups new mining technologies.

Mr.
Ngoma is, or was within the past five years, an officer and/or director of the
following public companies:

Company
      Positions Held
      From
      ToGreat Basin Gold Ltd.
    Director
    July 2009
    Present


RONALD W. THIESSEN, CA

Ronald
Thiessen is a Chartered Accountant with professional experience in finance,
taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen
has been involved in the acquisition and financing of mining and mineral
exploration companies. Mr. Thiessen is a director of Hunter Dickinson Inc.
(HDI) and its wholly owned subsidiary, Hunter Dickinson Services Inc.
(HDSI), a company providing management and administrative services to several
publicly-traded companies and focuses on directing corporate development and
financing activities.

Mr.
Thiessen is, or was within the past five years, an officer and/or director of
the following public companies:

Company
      Positions Held
      From
      ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive
      Officer
    September 2000
    PresentAnooraq Resources
      Corporation
    Director
    April 1996
    June 2011President and Chief Executive
      Officer
    September 2000
    August 2007Continental Minerals
      Corporation
    Director
    November 1995
    April 2011Co-Chairman
    January 2006
    April 2011Detour Gold
      Corporation
    Director
    July 2006
    PresentChairman
    July 2006
    March 2009Farallon Mining Ltd.
    Director
    August 1994
    January 2011Chairman
    December 2005
    January 2011Great Basin Gold Ltd.
    Director
    October 1993
    PresentChairman
    November 2006
    Present


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| |  73  | Annual Information Form
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Company
      Positions Held
      From
      ToNorthern Dynasty
      Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive
      Officer
    November 2001
    PresentQuartz Mountain Resources Ltd.
    President, Chief Executive
      Officer and Director
    December 2011
    PresentRockwell Diamonds
      Inc.
    Director
    November 2000
    September 2007Chairman
    September 2006
    September 2007Taseko Mines Limited
    Director
    October 1993
    PresentChairman
    May 2006
    Present


B. Officers

Table 31 - Officers.

Positions Held
      From
      ToFerdinand Dippenaar
    Chief Executive Officer
    December 2005
    PresentLou van Vuuren
    Chief Financial Officer
    March 2008
    PresentDana Roets1
    Chief Operating Officer Vice
      President, Business
    October 2011
    PresentWillie Beckmann
    
    March 2006
    PresentDawie Mostert
    Services Vice President, Human
      Capital
    March 2006
    PresentPhil Bentley
    Vice President
      Geology and Exploration
    September 2008
    PresentBheki Khumalo
    Vice President Organizational
      Effectiveness
    October 2011
    Present


Note:1) In October 2011, Dana Roets
replaced Johan Oelofse as COO.

FERDINAND DIPPENAAR, Chief Executive Officer

See
Mr. Dippenaars biography under the heading Directors above.

LOU VAN VUUREN, Chief Financial Officer

Mr.
van Vuuren is a registered Chartered Accountant with a wealth of experience in
multinational companies listed on various world markets, and their associated
regulatory reporting requirements. His background in the international gold
mining sector spans over more than 10 years, during which he were involved in a
range of business creation activities, capital-raising transactions as well as
mergers and acquisitions. Prior to joining Great Basin Gold, Mr. van Vuuren was
an Associate Director at PricewaterhouseCoopers.

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| |  74  | Annual Information Form
| | ------ | -----------------------

DANA ROETS, Chief Operating Officer

Dana
  Roets is a qualified Mining Engineer and an alumnus of the University of
  Pretoria (1986), who also holds an MBA through the University of Cape Town
  (1995). He started his mining career at Gold Fields St Helena Gold Mine in the Free State,
  and then spent two years as Manager Mining and General Manager at the Oryx Gold
  Mine. He was Managing Director of Kloof Mines before spending four years as
  Managing Director of Gold Fields Free State Mines and Vice President and Head
  of Operations at Beatrix Gold Mine. Subsequently, he spent a further three years
  as the Vice President: Technical Services and a year as Vice President and Head
  of Operations at the Kloof Gold Mine. He was appointed VP Corporate Development
  with Great Basin Gold in February 2010, before joining Anglo Platinum in
  mid-2011. He was instrumental in the development and application of Long Hole
  Stoping as mining method at our Burnstone operations. He rejoined the Company as
  Chief Operating Officer is October 2011.

WILLIE BECKMANN, Vice President: Legal and Compliance

Willie
Beckmann joined Great Basin Gold Limited in 2006 and is responsible for the
Companys legal and compliance, security, risk management and environmental
functions. Mr. Beckmann is an accredited attorney, notary and conveyancer. He
began his career as an officer in the South African Defence Force, where he
gained extensive experience in administrative law, the drafting of legislation
and investigatory review techniques. He entered the gold mining industry in 2002
as Group Security Manager at Harmony Gold, before successfully founding the
companys Legal and Compliance Department, overseeing the security, legal and
enterprise-wide risk management functions. He obtained his B.Juris LLB from
North West University in 1983.

DAWIE MOSTERT, Vice President: Human Capital

Dawie
Mostert joined Great Basin Gold Limited as Vice President, Human Capital in
March 2006. Mr. Mostert has more than 15 years experience in the mining sector.
His past positions have included Human Resources Executive and Manager, Mine
Manager (Elandsrand), Training and People Development Executive and Employee
Relations Executive. In 2002 he was appointed an Executive of Harmony Gold, in
which capacity he served on the Boards of The South African Mathematics
Foundation and the Mining Qualifications Authority (Mining SETA). Mr. Mostert
holds a Diploma in Labour Relations (DPLR) (Advanced Labour Law) and a MBA
Degree from Wits University in South Africa.

PHIL BENTLEY, Vice President Geology and Exploration

New
Zealander Phil Bentley joined Great Basin Gold Limited in September 2008. Mr.
Bentley has more than 26 years experience in the mineral exploration and mining
sector, gained mostly in sub-Saharan Africa, North and South America, and
Australasia. He has operated from South Africa since 1984, working with
companies such as Randgold Resources Ltd., Rand Mines / Randgold Exploration,
Central African Gold plc, and Metallon Gold Corp. Mr. Bentley specializes in
applied geology with respect to gold mineralization systems, as well as core
exploration management, orebody evaluation, and project development. His
qualifications include an MSc in Economic Geology (Victoria, NZ) and an MSc in
Mineral Exploration (Rhodes, RSA).

BHEKI KHUMALO, Vice President Organizational Effectiveness

Bheki
Khumalo joined Great Basin Gold Limited in October 2011. Mr. Khumalo began his
career as a Clinical Psychologist from 1997 to 2003. He then studied for his LLB
with the University of South Africa and was thereafter admitted as an attorney.
As a practising Attorney he worked for Deneys Reitz now known as Norton Rose
Group. He then joined BHP Billiton in 2007 and was later appointed as Executive
Director for Hillside Aluminium Limited and Billiton SA Aluminium Limited until
he joined Great Basin Gold.He holds a Masters degree in Clinical psychology and
an LLB.

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| |  75  | Annual Information Form
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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No
director or officer of Great Basin is, as of the date of this AIF, or has been
within the 10 years before the date of this AIF, a director or officer of any
company that while that person was acting in that capacity, was the subject of a
cease trade order, penalties, sanctions or bankruptcy, during the time the
individual was a director or within a one year period thereafter, or was a
director or officer of a company during the time in which an event occurred
which led to a cease trade order, penalties, sanctions or bankruptcy subsequent
to the individual ceasing to act as a director or officer.

Potential Conflicts of Interest

Several
Directors of Great Basin also serve as directors of other similar companies
involved in natural resource development. Accordingly, it may occur that
properties will be offered to both Great Basin and such other companies.
Furthermore, those other companies may participate in the same properties as
those in which Great Basin has an interest. As a result there may be situations
which involve a potential conflict of interest or issues in connection with the
doctrine of corporate opportunity. In that event, a financially interested
director would not be entitled to vote at meetings of directors in respect of a
transaction involving the Company if it evokes any such conflict. The directors
will attempt to avoid dealing with such other companies in situations where
conflicts or corporate opportunity issues might arise and will at all times use
their best efforts to act in the best interests of Great Basin. One Director,
Joshua Ngoma is a director of our BEE partner Tranter Burnstone and so has
potential conflicts of interest in connection with serving on the board of a
major shareholder at the same time he serves on the Companys board.

ITEM 11    PROMOTERS

Not
  applicable.

ITEM 12    LEGAL PROCEEDINGS

The
Company has received notification from Gold Fields Limited ("Gold Fields") that
it intends to seek rescission of a 2007 agreement under which Gold Fields
cancelled a 2% net smelter royalty over a majority of Area 1 of the Burnstone
Mine. Under that transaction, which was part of the Tranter transaction
described above, Gold Fields cancelled the royalty for consideration of $11
million (ZAR80 million) and on the condition that Gold Fields should receive
certain Mining Charter score card credits from the South African government,
Gold Fields donated the proceeds to Tranter which Tranter used to part fund the
acquisition of the Great Basin shares. As Gold Fields has not received these
credits, the Company and Gold Fields have been discussing a mutually acceptable
settlement that will not impact on the transformation agenda of the South
African Government. On March 12, 2012, Gold Fields gave notice of arbitration to
the Company in respect of this matter. Management does not expect this issue to
have an impact on the Company's near term cash-flow, development or production
targets.

No
other material legal proceedings involving Great Basin or its subsidiaries are
ongoing or expected.

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| |  76  | Annual Information Form
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ITEM 13 INTEREST OF MANAGEMENT AND
OTHERS IN MATERIAL TRANSACTIONS

Apart
from Joshua C. Ngoma (a director of the Company who has a material interest in
the Companys BEE transaction, but who abstained from the relevant resolutions
approving the transaction, none) of the directors or senior officers of the
Company, nor any person who has held such a position since the beginning of the
last completed financial year end of the Company, nor any proposed nominee for
election as a director of the Company, nor any associate or affiliate of the
foregoing persons, has any substantial or material interest, direct or indirect,
by way of beneficial ownership of securities or otherwise, in any material
transaction of the Company.

ITEM 14    TRANSFER AGENT AND
REGISTRAR

The
Companys registrar and transfer agent is Computershare Trust Company of Canada,
located in Vancouver, BC as well as its South African affiliate at its
Johannesburg office. Great Basin maintains separate share registers.

ITEM 15    MATERIAL CONTRACTS

The Companys material contracts are:

(a)     
In May 2010, the Company closed a $50 million (US$47 million) term facility
agreement (Term Loan I) and subsequently increased the facility by $25.7
million (US$25 million) in August 2010. In December 2011, the Company
successfully negotiated the restructuring of Term Loan I, thereby increasing the
facility to $152.6 million (US$150 million) and extending repayment to 2016.
$135 million (US$130 million) of the restructured facility was drawn down on
December 15, 2011. An additional $10 million (US$10 million) is available for
future draw down as of the date of this AIF. The restructured facility now has a
maximum term of 5 years from the December 15, 2011 draw down and capital will be
repaid in 16 quarterly consecutive instalments, commencing on March 15, 2013.
The interest rate for Term Loan I is linked to the US$ London interbank offered
rate (US$ LIBOR) at a premium of 4% above US$ LIBOR and is fixed on a
quarterly basis. The Company has the option to early settle the loan at no
additional cost.

The
Burnstone Mine, its assets, the shares of the Companys subsidiaries which hold
these assets and certain subsidiary guarantees serve as security for the
facility. Term Loan I contains certain financial covenants, customary to
facilities of this nature, and includes borrower tangible net worth, debt to
equity ratio, debt service cover ratio, a loan life cover ratio and available
liquidity. As at December 31, 2011, the Company had assessed and complied with
all covenants.

(b)      The
Company closed a $69 million (US$70 million) term loan in March 2011 (Term Loan
II). Term Loan II is being repaid in 16 remaining consecutive quarterly
instalments. The interest rate for Term Loan II is linked to the US LIBOR rate
at a premium of 3.75% above the US LIBOR rate and is fixed on a quarterly basis.
The Hollister Gold Project and a surety signed by the Company serve as security
for the loan. The Company has the option to repay the loan early at no
additional cost. US$52 million of the facility was used to repay certain senior
secured notes issued in December 2008.

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| |  77  | Annual Information Form
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Term
Loan II contains certain financial covenants customary to facilities of this
nature and includes borrower tangible net worth, debt to equity ratio, debt
service cover ratio and a loan life cover ratio. As at December 31, 2011 the
Company was in compliance with all of these covenants.

(c)      The
Company issued unsecured convertible debentures on November 19, 2009 in a
principal amount of CDN$126 million, that bear interest at a rate of 8% per
annum and mature on November 30, 2014. For a description of the terms of the
convertible debentures, see the Companys prospectus dated November 12, 2009,
under the heading Description of Securities Being Distributed.

The
table below contains a tabular disclosure of the Companys material contractual
obligations as at December 31, 2011:

Table 32 - Material Contractual Obligations.

Total ($million)
      Less than one
      year ($million)
      1 to 3 years ($million)
      3 to 5 years ($million)
      More than 5 years ($million)Convertible debentures(1)
    156.4
    10.1
    146.3
    Nil
    NilTerm loan I facilities(1)
    151.8
    6.3
    73.2
    72.3
    NilTerm loan II facilities(1)
    61.3
    19.1
    30.7
    11.5
    NilTotal
    369.5
    35.5
    250.2
    83.8
    Nil


Notes:1) Amounts include scheduled
interest payments.

ITEM 16 INTERESTS OF EXPERTS

Interests of Experts

The
following is a list of the persons or companies named as having prepared or
certified a statement, report or valuation, in this AIF either directly or in a
document incorporated by reference and whose profession or business gives
authority to the statement, report or valuation made by the person or company:

(a)     
The auditors of the Company are PricewaterhouseCoopers Inc., Chartered
Accountants, South Africa , who have issued an independent auditors report
dated March 30, 2012 in respect of the Corporations consolidated financial
statements as at December 31, 2011 and the Corporations internal control over
financial reporting as at December 31, 2011. PricewaterhouseCoopers Inc. has
advised that they are independent with respect to the Corporation within the
rules of the US Securities and Exchange Commission.

(b)      Daniel.
van Heerden Pr. Eng., ECSA, FSAIMM , AMMSA Director of Minxcon Mining
Consultants , Johan Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc.
Nat., and Phil Bentley, Pr. Sci. Nat. are the qualified persons who co-authored
technical report entitled Technical Report on the Update of the Mineral
Resource and Mineral Reserve Estimates for the Hollister Gold Mine, Elko County,
Nevada, USA dated February 8, 2011 and filed on SEDAR on February 8, 2011;

(c)      Daniel van Heerden Pr. Eng., ECSA,
FSAIMM, AMMSA Director of Minxcon Mining Consultants, Frederik J. de Bruin, Pr.
Sci. Nat.,Deswik Mining Consultants, Johan Oelofse, Pr. Eng., FSAIMM, Deon van
der Heever, Pr. Sc. Nat., and Phil Bentley, Pr. Sci. Nat., and the technical
report entitled Technical Report Update on the Mineral Resource and Mineral
Reserve Estimates for the Burnstone Gold Mine, Mpumalanga Province of the Republic of
South Africa dated February 8, 2011 and filed on SEDAR on February 8, 2011;

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Mr.
Oelofse has since resigned from the Company while Mr. Bentley remains an
employee of Great Basin and Messrs Van Heerden and de Bruin are independent of
the Company.

To
our knowledge, none of these entities or individuals holds, directly or
indirectly, more than 1% of our issued and outstanding common shares.

Based
  on information provided by the relevant persons, and except as otherwise disclosed
  in this AIF, none of the persons or companies referred to above has received
  or will receive any direct or indirect interests in our property or the property
  of an associated party or an affiliate of ours or have any beneficial ownership,
  direct or indirect, of our securities or of an associated party or an affiliate
  of ours.

ITEM 17 ADDITIONAL INFORMATION

Additional
information, including directors and officers remuneration, indebtedness of
officers, executive stock options and interests of management and others in
material transactions, where applicable, is contained in annual financial
statements, proxy circulars and interim financial statements of available at the
SEDAR internet web site (www.sedar.com). The
following documents can be obtained upon request from Great Basins Shareholder
Communication Department by calling (604) 633 9113:

| | (i)   | this AIF, together with any document incorporated herein
      by reference;                                                                                                                                                          
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                       
| | (ii)  | the Annual Report of the Company and any interim
      financial statements filed with Securities Commissions subsequent to the
      audited financial statements for the Companys most recently completed
      financial year; and
| |       |                                                                                                                                                                                                                                       
| | (iii) | the Proxy Circular for the annual general meeting of the
      Company to be held in June 2012, when available.                                                                                                                       

The
Company may require the payment of a reasonable charge from persons, other than
security holders of the Company, requesting copies of these documents directly
from the Company.

ITEM 18 DISCLOSURE FOR COMPANIES
NOT SENDING INFORMATION CIRCULARS

Not
applicable.

ITEM 19    CONTROLS AND PROCEDURES

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.

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Under
the supervision of our CEO and CFO, management conducted an evaluation of the
effectiveness of our disclosure controls and procedures as at December 31, 2011.
Based on this evaluation, our Chief Executive Officer and the Chief Financial
Officer have concluded that, as at December 31, 2011, 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 CEO and CFO 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.

Managements Report on 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.

Under
the supervision of our CEO and our CFO, management conducted an evaluation of
the effectiveness of our internal control over financial reporting as at
December 31, 2011 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, 2011 to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with GAAP.

ITEM 20    AUDIT COMMITTEE, CODE OF
ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

Audit Committee Financial Expert

The
members of the audit committee are Messrs. Patrick Cooke, Philip Kotze and Ms.
Octavia Matloa. The Companys Board of Directors has determined that Patrick
Cooke chairman 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 NYSE Amex LLC Exchange. Each of the members of the audit committee is
financially literate and ach of the audit committee members is independent, as
that term is defined by Canadian Multilateral Instrument 52-110. Ms. Matloa and
Mr. Cooke are Chartered Accountants in South Africa. Great Basins audit
committee charter is available for download on the Companys website at www.greatbasingold.com.

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Code of Ethics

The
Company has adopted a code of ethics that applies to all personnel of the
Company. A copy of the Code of Ethics is available on the Companys website at
www.greatbasingold.com.

Principal Accountant Fees and Services

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

Table 33 - Principal Accountant Fees.

Year Ended December 312010
      2011Audit Fees
      358,176
      687,014Audit Related Fees
      -
      44,468Tax Fees
      9,525
      34,837All Other Fees
      8,256
      7,918Total
      $375,957
      $774,237


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.

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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.

ITEM 21 OFF BALANCE SHEET
ARRANGEMENTS

The
Company has the following off-balance sheet arrangements as at December 31,
2011.

Financial guarantee

In
2007 Great Basin completed a series of transactions in order to achieve
compliance with South Africas post-apartheid legislation designed to facilitate
participation by HDSAs in the mining industry. This legislation is reflected in
the South African Mining Charter and required Great Basin to achieve a target of
26% ownership by HDSA in the Companys South African projects by 2014. In order
to comply with these requirements, Tranter, an HDSA company, acquired 19,938,650
Great Basin treasury common shares for $38 million (ZAR260 million) which,
because it involved indirect economic participation in both the Hollister and
Burnstone projects, was deemed equivalent to a 26% interest in Burnstone.
Tranter borrowed ZAR200 million ($27 million) from Investec, a South African
bank, to partly fund the purchase of the shares and Great Basin gave a loan
guarantee in favour of Tranter limited to ZAR140 million ($19 million). A loan
of $14 million (ZAR108 million) was advanced to Tranter up to October 2011 under
the guarantee agreement to enable Tranter to meet its interest payment
obligation to Investec.

Tranter
has been notified by Investec that it is currently in breach of the requirements
of its loan agreement due to an unfunded cash margin call as a consequence of
the decline in the value of the Great Basin common shares serving as collateral
for the loan. The Company has advanced approximately $2.7 million (ZAR20
million) since November 2011 under the Guarantee agreement to assist Tranter to
meet the margin call requirements and approximately $1.6 million (ZAR12 million)
remains available to meet the unfunded cash margin of approximately $6 million
(ZAR45 million). The Company is seeking, through ongoing discussions with
Investec and Tranter, to assist Tranter to remedy their breach position and meet
their future loan obligations. Whilst the outcome of the discussions is
uncertain, the Company does not expect the outcome of these discussions to
affect its current compliance with the Mining Charter or near term cash
flow.

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