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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

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

OR

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

For the fiscal year ended December 31, 2009

Commission File Number: 001-31729

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

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

138 West Street, Ground Floor Sandown, 2196 P.O. Box
78182 Sandton, South Africa 2146 +27 11 301 1800(Address
and telephone number of Registrants principal executive offices)

Corporation Service Company Suite 400, 2711
Centerville Road Wilmington, Delaware 19808(800) 927-9800(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

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

|Title Of Each Class         | Name Of Each Exchange On Which Registered
|--------------------------- | -----------------------------------------
|Common Shares, no par value | NYSE Amex LLC                            

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

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

For annual reports, indicate by check mark the information filed
with this Form:

|[X] Annual Information Form | [X] Audited Annual Financial Statements
|--------------------------- | ---------------------------------------

Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the
period covered by the annual report: 334,158,017 Common
Shares

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). 
Yes [   ]    No [X]

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INTRODUCTORY INFORMATION

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

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

PRINCIPAL DOCUMENTS

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

- the Companys Annual Information Form for the year ended December 31, 2009;
- the Companys Audited Consolidated Financial Statements as at and for the
  two years ended December 31, 2009 and 2008;
- the Companys Management Discussion and Analysis for the year ended
  December 31, 2009.

FORWARD-LOOKING STATEMENTS

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

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

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

- future commodity prices;

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

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

- no current production of commercial ore, test mining operations only;
- the potential inability to ultimately classify our mineral resources as
  mineable reserves under SEC rules;
- the estimates 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 judgment used in the engineering and
  geological interpretation, which may prove un-reliable, and may be subject to
  revision based on various factors;
- fluctuation of gold prices and currency rates;
- current and potential permit restrictions and/or permit delays which could
  hinder or ultimately prevent commercial production at Hollister;
- the ability of the Esmeralda Mill to process ore at the expected capacity;
- impact and cost of compliance with environmental regulations and the
  actions of environmental opposition groups;
- failure or delay to get an environmental impact statement may hinder, delay
  or preclude the move into production of Hollister;
- changes in mining legislation adversely affecting our operations;
- in South Africa, our ability to retain prospecting and mining rights;
- inability to obtain adequate financing on acceptable terms;
- a history of financial losses and the need for additional exploration and
  development capital and the need to make interest payments of $11 million
  during 2010 and refinance or repay approximately US$62 million ($65 million)
  of senior secured notes potentially due by November 13, 2010;
- ability to obtain necessary exploration and mining permits and comply with
  all government requirements including environmental, health and safety laws;
- uncertainty surrounding future capital and operating costs, economic
  returns from mining operations and ultimate value of the Companys gold
  properties; and
- ability to attract and retain key personnel

Readers are referred to the section entitled Risk Factors in
the Companys Annual Information Form for a more detailed discussion of such risks and other important factors that could cause the Companys actual results to differ materially from those in such forward-looking statements.  The Company assumes no obligation to
update or to publicly announce the results of any change to any of the
forward-looking statements contained or incorporated by reference herein to
reflect actual results, future events or developments, changes in assumptions or
changes in other factors affecting the forward-looking statements, other than where a duty to update such information or provide further
disclosure is imposed by applicable law, including applicable United States
federal securities laws.

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

The disclosure in this annual report, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian
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 annual report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S. companies.

This annual report 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 issuance imminent in order to classify mineralized
material as reserves under the SEC standards. Accordingly, mineral reserve
estimates contained in this annual report may not qualify as reserves under
SEC standards.

In addition, this annual report 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 exist. 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 annual report is
economically or legally mineable.

In addition, disclosure of contained ounces is permitted
disclosure under Canadian regulations; however, the SEC only permits issuers to
report mineralization as in place tonnage and grade without reference to unit
measures.

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

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

The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its consolidated financial statements
in accordance with Canadian Generally Accepted Accounting Principles (Canadian
GAAP) which principles differ in certain respects from United States generally
accepted accounting principles (US GAAP) and from practices prescribed by the
SEC. Therefore, the Companys financial statements incorporated by reference in
this annual report may not be comparable to financial statements prepared in
accordance with U.S. GAAP. You should refer to the discussion of the principal
differences between our financial results determined under Canadian GAAP and
under U.S. GAAP that is contained in Note 26 Reconciliation with United States
Generally Accepted Accounting Principles to the Companys consolidated
financial statements for the year ended December 31, 2009.

DISCLOSURE CONTROLS AND PROCEDURES

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

As of the end of the period covered by this report, our
management carried out an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, our disclosure controls and procedures, as
defined in Rule 13a-15(e) of the Exchange Act, are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Great Basin Gold Ltd. is responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f ) and
15d-15(f ) of the Exchange Act as a process designed by, or under the
supervision of, the companys principal executive and principal financial
officers and effected by the companys board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

- Pertain to the maintenance of records that, in reasonable detail,
  accurately and fairly reflect the transactions and dispositions of the assets
  of the company;
- Provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of financial statements in accordance with generally
  accepted accounting principles, and that receipts and expenditures of the
  company are being made only in accordance with authorizations of management
  and directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use or disposition of the companys assets that may
  have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness of internal control over financial reporting
to future periods are subject to risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Management assessed the effectiveness of the Companys internal
control over financial reporting as at December 31, 2009. In making this
assessment, the Companys management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).

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Based upon this assessment, management concluded that the
Companys internal control over financial reporting was effective as at December
31, 2009.

The effectiveness of the companys internal control over
financial reporting as at December 31, 2009 has been audited by
PricewaterhouseCoopers LLP, our independent auditors, as stated in their report
which appears herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING

During the year ended December 31, 2009, there were no changes
in our internal control over financial reporting during the period covered by
the report that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

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.

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:

|                   |   | Year Ended December 31 | 
|------------------ | - | ---------------------- | 
|                   |   | 2009                   | 
|Audit Fees         | $ | 478,330                | 
|Audit Related Fees |   | 460,464                | 
|Tax Fees           |   | 48,512                 | 
|All Other Fees     |   | 8,460                  | 
|Total              | $ | 995,766                | 

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.

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Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

OFF-BALANCE SHEET ARRANGEMENTS

On February 22, 2007, the Company entered into a framework
agreement to achieve compliance with the requirements of South Africas
broad-based Black Economic Empowerment Act in order to secure the new order
prospecting rights in respect of Burnstone. On October 1, 2007, Tranter
Burnstone (Proprietary) Limited (Tranter Burnstone), as the Companys Black
Empowerment partner, subscribed for and was allotted and issued with 812 new
ordinary shares (the Southgold Shares) in the issued share capital of
Southgold, a wholly owned subsidiary of Great Basin. The aggregate subscription
price paid by Tranter Burnstone to Southgold was $37 million (ZAR260 million).
The 812 new ordinary shares constituted 26% of the issued share capital of
Southgold. Subsequent to the completion of the above, N6C Resources Inc. (N6C
Inc.), a wholly owned subsidiary of Great Basin, purchased the Southgold shares
from Tranter Burnstone in exchange for 19,938,650 common shares of Great Basin
issued to Tranter Burnstone.

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

On October 1, 2007, Tranter Burnstone borrowed $28 million
(ZAR200 million) from Investec to settle a portion of the purchase consideration
of $37 million (ZAR 260 million) for the 812 Southgold shares. The security for
the loan comprised, amongst other items, a loan guarantee which require N5C
Resources Inc., N6C Resources Inc. and Rodeo Creek Gold Inc., in the event of
default by Tranter Burnstone on any of its interest payments to Investec, at any
time for the first four years, to lend not more than $11.3 million (ZAR80
million) to Tranter Burnstone in order to settle such repayment obligations.

The loan agreement with Investec requires Tranter Burnstone to
deposit cash into a margin call account if the underlying value of the shares
held by Tranter in Great Basin Gold is less than the outstanding loan and
accrued interest. The decrease in the share price of the Company since September
2008 triggered the requirement for a cash deposit into the margin account.
Tranter Burnstone defaulted on funding the short fall in the margin call account
and the Company has been advised that Investec served Tranter Burnstone with a
notice of default in December 2008. A notice of foreclosure has not been served
on Tranter and the probability of the guarantee being called upon remains
uncertain.

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CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Companys contractual
obligations as at December 31, 2009:

|                            |           | Less
      than one |           |          
|--------------------------- | --------- | ------------------- | --------- | ---------
|                            | Total     | year                | 1-3 years | 3-5 years
|                            | (million) | (million)           | (million) | (million)
|Project loan facility       | Nil       | Nil                 | Nil       | Nil      
|Senior secured notes        | 65        | 65                  | Nil       | Nil      
|Finance lease liability     | 1.5       | 0.8                 | 0.7       | Nil      
|Operating lease obligations | 0.7       | 0.2                 | 0.5       | Nil      
|Convertible debentures      | 177       | 10.5                | 30.3      | 136.2    
|Purchase obligations        | Nil       | Nil                 | Nil       | Nil      
|Other                       | Nil       | Nil                 | Nil       | Nil      
|Total                       | $244.20   | $76.5               | $31.5     | $136.2   

Senior secured notes

On December 12, 2008, the Company issued US$51.5 million senior secured notes (the Notes).  The Notes mature at 120% of principal on the earlier of December 12, 2011 and certain stated events, including a change of control, and are repayable at the election of the holder on 30 days notice after November 12, 2010.  The Notes bear interest at 14% per annum and the first 24 months of interest and other costs of offering was prepaid.  The Notes are guaranteed on a joint and several basis by all of the Companys Nevada subsidiaries and secured by their assets, being the Hollister Property and all other Nevada assets.

Finance lease liability

On November 15, 2008, the Company financed site equipment through a finance lease agreement. The principal debt amount will be repaid in 36 equal
  instalments. Interest is charged at 6.5% on outstanding capital and is being
  calculated on the 15thof each month. The finance lease is
  collateralized by the leased assets which had a carrying value of $2,152,857 at
  December 31, 2009.

Convertible debentures

An aggregate of $126.5 million principal amount 8.0% senior unsecured convertible debentures (the Debentures) were issued on November 12, 2009. The Debentures mature on November 30, 2014 (the Maturity
  date) and bear interest at the rate of 8% per annum. Interest is payable
  semi-annually in arrears on May 30 and November 30 of each year, commencing on
  May 30, 2010. The Debentures are direct senior unsecured obligations of the
  Company and are guaranteed by certain of the Companys subsidiaries.

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CODE OF ETHICS

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

During 2009, the Company amended its Code of Ethics to include
the following additional requirement, which revision is included in the
Company's Code of Ethics on the Company's web site at www.greatbasingold.com:

"No officer or
director of the Company shall buy or sell equity securities of the Company
during the period that begins on the earlier of (a) the first day of the month
in which annual or quarterly financial results are to be released to the public
or (b) the date on which the draft financial statements and/or management's
discussion and analysis are first delivered to the Company's CFO, and ends one
trading day after the public release of quarterly and annual financial results
of the Company. The CFO shall promptly notify the officers and directors if the
date of delivery of the draft financial statements and/or management's
discussion and analysis precedes the first day of the month that would otherwise
begin this blackout period."

NYSE AMEX LLC CORPORATE GOVERNANCE

The Companys common shares are listed for trading on the NYSE
Amex LLC exchange (NYSE Amex LLC). Section 110 of the NYSE Amex LLC company
guide permits NYSE Amex LLC 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.

Further, the Companys compensation committee and nominating and corporate governance committee are presently not comprised exclusively of independent directors, as required by 804(a) of the NYSE Amex Company Guide.  The Company has been granted relief from these requirements by NYSE Amex.

UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

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

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SIGNATURES

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

|Date: March 31, 2010 | GREAT BASIN GOLD LTD.
|-------------------- | ---------------------
|                     |                      
|                     |                      
|                     |                      
|                     | By:                  
|                     |                      
|                     |                      

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                       
|99.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.3    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                      
|        |                                                                                                                                                                                                                                                                                                       
|99.4    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                      
|        |                                                                                                                                                                                                                                                                                                       
|99.5    | Annual
        Information Form of the Company for the year ended December 31, 2009                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                       
|99.6    | Audited
        consolidated balance sheets as at December 31, 2009 and 2008 and consolidated
        statements of operations, deficit, and cash flows for the years then ended,
        including the notes thereto and reports of our independent registered
        public accounting firm thereon
|        |                                                                                                                                                                                                                                                                                                       
|99.7    | Managements
        discussion and analysis of financial condition and results of operations
        for the year ended December 31, 2009                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                       
|99.8    | Consent
        of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.9    | Consent
        of Johan Oelofse, Pr. Eng.                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                       
|99.10   | Consent
    of Phil Bentley, Pr. Sci. Nat.                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                       
|99.11   | Consent
        of Deon Van Der Heever of GeoLogix Mineral Resource Consultants (Pty)
        Ltd.                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                       
|99.12   | Consent
        of Stephen Godden of S. Godden and Associates Ltd.                                                                                                                                                                                                                                    

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