---









(Great Basin or the
Company)







ANNUAL INFORMATION FORM for the year ended December 31,
2007







This Annual Information Form (AIF) is as of March 31, 2008

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- 2 -

|ITEM 1.        TABLE OF
      CONTENTS
|--------------------------------------

|             |                                                                       | Page  
|------------ | --------------------------------------------------------------------- | ------
|             |                                                                       |       
|ITEM 1.      | TABLE OF CONTENTS                                                     | 2     
|             |                                                                       |       
|ITEM 2.      | PRELIMINARY NOTES                                                     | 3     
|             |                                                                       |       
|ITEM 3.      | CORPORATE STRUCTURE                                                   | 7     
|             |                                                                       |       
|ITEM 4.      | GENERAL DEVELOPMENT OF THE BUSINESS                                   | 8     
|             |                                                                       |       
|ITEM 5.      | DESCRIPTION OF BUSINESS                                               | 12    
|             |                                                                       |       
|ITEM 7.      | DIVIDENDS                                                             | 47    
|             |                                                                       |       
|ITEM 8.      | DESCRIPTION OF CAPITAL STRUCTURE                                      | 47    
|             |                                                                       |       
|ITEM 9.      | MARKET FOR SECURITIES                                                 | 48    
|             |                                                                       |       
|ITEM 10.     | ESCROWED SECURITIES                                                   | 49    
|             |                                                                       |       
|ITEM 11.     | DIRECTORS AND OFFICERS                                                | 50    
|             |                                                                       |       
|ITEM 12.     | PROMOTERS                                                             | 59    
|             |                                                                       |       
|ITEM 13.     | LEGAL PROCEEDINGS                                                     | 59    
|             |                                                                       |       
|ITEM 14.     | INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS            | 59    
|             |                                                                       |       
|**ITEM 15.** | **TRANSFER AGENT AND REGISTRAR**                                      | **59**
|             |                                                                       |       
|**ITEM 16.** | **MATERIAL CONTRACTS**                                                | **60**
|             |                                                                       |       
|**ITEM 17.** | **INTERESTS OF EXPERTS**                                              | **61**
|             |                                                                       |       
|ITEM 18.     | ADDITIONAL INFORMATION                                                | 62    
|             |                                                                       |       
|ITEM 19.     | DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION CIRCULARS            | 63    
|             |                                                                       |       
|ITEM 20.     | CONTROLS AND PROCEDURES                                               | 63    
|             |                                                                       |       
|ITEM 21.     | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND
      EXEMPTIONS | 64    
|             |                                                                       |       
|ITEM 22.     | OFF BALANCE SHEET ARRANGEMENTS                                        | 66    
|             |                                                                       |       
|ITEM 23.     | TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS                         | 66    

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| |  3  | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

**ITEM 2.       
  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, 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 that actual
      results or developments may differ materially from those projected in the
      forward-looking statements or information.


Incorporation of Continuous Disclosure Documents by
Reference

In
this Annual Information Form (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 Great Basin for the
fiscal years ended December 31, 2007, and 2006 together with the auditors
report 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. All financial information in this AIF is
prepared in accordance with Canadian generally accepted accounting principles.

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

Currency and Metric Equivalents

All currency amounts in this AIF are stated in Canadian dollars unless otherwise
indicated.

Conversion of metric units into imperial equivalents is as follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmetres
    3.281
    = feetkilometres
    0.621
    = miles (5,280 feet)grams
    0.032
    = troy ouncestonnes
    1.102
    = short tons (2,000 lbs)grams/tonne
    0.029
    = troy ounces/ton


---

| |  4 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

Currency conversions used herein are based on December 31, 2007, published by
the Bank of Canada as follows: $1 US = $0.9913 Cdn.

The
following table sets forth (i) the rate of exchange for the Canadian dollar,
expressed in U.S. dollars, in effect at the end of the periods indicated, (ii)
the average of exchange rates in effect on the last day of each month during
such periods, 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 for
conversion of Canadian dollars into U.S. dollars.

|                        |        | Year Ended December 31 |       
|----------------------- | ------ | ---------------------- | ------
|                        | 2007   | 2006                   | 2005  
|Rate at end of period   | 1.0088 | 0.8581                 | 0.8577
|Average rate for period | 0.9311 | 0.8816                 | 0.8255
|High for period         | 1.0905 | 0.9099                 | 0.8690
|Low for period          | 0.8437 | 0.8528                 | 0.7872

The
following table sets forth (i) the rate of exchange for the South African Rand,
or ZAR, expressed in U.S. dollars, in effect at the end of the periods
indicated, (ii) the average of exchange rates in effect on the last day of each
month during such periods, and (iii) the high and low exchange rates during such
periods, as reported by the Bank of Canada.

|                        |        | Year Ended December 31 |       
|----------------------- | ------ | ---------------------- | ------
|                        | 2007   | 2006                   | 2005  
|Rate at end of period   | 0.1457 | 0.1419                 | 0.1577
|Average rate for period | 0.1420 | 0.1477                 | 0.1571
|High for period         | 0.1551 | 0.1670                 | 0.1766
|Low for period          | 0.1332 | 0.1260                 | 0.1445

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

|                        |        | Year Ended December 31 |       
|----------------------- | ------ | ---------------------- | ------
|                        | 2007   | 2006                   | 2005  
|Rate at end of period   | 0.1440 | 0.1653                 | 0.1839
|Average rate for period | 0.1522 | 0.1689                 | 0.1907
|High for period         | 0.1692 | 0.1945                 | 0.2133
|Low for period          | 0.1415 | 0.1422                 | 0.1747

---

| |  5 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

GLOSSARY

In this Annual Information Form (AIF) the following terms
have the meanings set forth herein:

|AMEX                                      | American Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                      
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|BEE                                       | Black Economic Empowerment, a reference to South African
      legislative initiatives designed to help redress past injustices to
      historically disadvantaged persons.                                                                                                                                                                                
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|cmg/t                                     | means centimetre grams per tonne.                                                                                                                                                                                                                                                                                                                           
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|Epithermal Deposit                        | A type of deposit formed at low temperature
      (50-200oC), usually within one kilometre of the earths
      surface, often as structurally controlled veins.                                                                                                                                                                                            
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|g/t                                       | means grams per ton.                                                                                                                                                                                                                                                                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|HDB                                       | means Hollister Development Block, a portion of the
      Hollister property in Nevada.                                                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|HVC                                       | means Hecla Ventures Corp. The Company purchased HVCs
      50% earn-in right into the HDB in 2007.                                                                                                                                                                                                                                                        
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|I-Drift                                   | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                              
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|JSE                                       | Johannesburg Securities Exchange Limited, one of the
      three stock exchanges on which our common shares are listed.                                                                                                                                                                                                                                     
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                           
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|NI 43-101                                 | means National Instrument 43-101, the national securities
      law instrument in Canada                                                                                                                                                                                                                                                                    
|                                          | respecting standards of disclosure for mineral projects.                                                                                                                                                                                                                                                                                                    
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|oz/ton                                    | means 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.
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|Porphyry Deposit                          | An igneous rock containing conspicuous crystals or
      phenocrysts in a fine-grained groundmass; also a type of mineral deposit
      in which ore minerals are widely disseminated, generally of low grade but
      large tonnage.                                                                                                                      
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|Sulphide                                  | A compound of sulphur with another element, typically a
      metallic element or compound.                                                                                                                                                                                                                                                                 
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|TSX                                       | Toronto Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                       

---

| |  6 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

Resource Category (Classification) Definitions

The
discussion of mineral deposit classifications in this AIF adheres to the
resource/reserve definitions and classification criteria developed 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 ore 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.

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

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| |  7 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

economic extraction is justified. The US Securities and
Exchange Commission require permits in hand or imminent to classify mineralized
material as reserves.

Cautionary Note to Investors concerning estimates of
      Measured and Indicated ResourcesThis Annual Report uses the terms 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.


Cautionary Note to Investors concerning estimates of
      Inferred ResourcesThis Annual Report 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 them. Inferred resources have a great
      amount of uncertainty as to their existence, and great uncertainty as to
      their economic and legal feasibility. It cannot be assumed that all or any
      part of 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.


**ITEM 3.       
  CORPORATE STRUCTURE******

Overview

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. Our registered office is located at Suite
1500-1055 West Georgia, Vancouver, British Columbia, V6E 4N6, and our
operational head office is located at 138 West Street, Sandton, 2146, South
Africa.

We
operate directly and through our subsidiaries as follows:

Name of Subsidiary
    Jurisdiction ofIncorporation
    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.)Ganes Creek
      Ventures Corp.
    Alaska, USA
    100%
      (held through Great Basin Gold Inc.)Hollister Ventures
      Corp.
    Nevada, USA
    100%
      (held through Rodeo Creek Gold Inc.)Touchstone Resources Company
    Nevada, USA
    Inactive, 100% (held through Rodeo Creek Gold
      Inc.)


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| |  8 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

N5C Resources Inc.
    Cayman Islands
    100%N6C Resources Inc.
    Cayman Islands
    100%
      (held through N5C Resources Inc.)Southgold Exploration (Proprietary) Limited
    South Africa
    100%, (held through N6C Resources Inc.)Great Basin Gold RSA (Proprietary) Limited
    South Africa
    100% (held through N6C Resources Inc.)




**ITEM 4.       
  GENERAL DEVELOPMENT OF THE BUSINESS**

Great
Basin is in the business of acquiring interests in, and exploring and developing
precious metals deposits. For the past four years Great Basin has focused on two
advanced stage gold projects, the Hollister Property on the Carlin Trend in
Nevada, USA, where underground exploration and development has been underway on
a portion of the property called the Hollister Development Block (HDB) and
also at the Burnstone Project in the Witwatersrand goldfield in South Africa.
Feasibility studies have been completed on both projects, and they are in the
underground access and pre-development phase. Copies of the feasibility studies,
as well as an optimization feasibility study on the Burnstone Project completed
in 2007, are available at www.sedar.com.

Historically,
Great Basin has had annual interest revenue as a consequence of investing
surplus funds pending the completion of exploration programs. The Company
started generating limited revenue from metallurgical bulk samples from the HDB
on the Hollister Property that were shipped and treated at local toll

---

| |  9 | Annual Information Form and Form 40-F
| | ---- | -------------------------------------

milling facilities in 2007. We expect to begin bulk sampling at
the HDB in the second fiscal quarter of 2008 with a view to extracting up to
80,000 ounces of gold from up to 120,000 tons of ore.

Hollister Property, Nevada and its Hollister Development
Block (HDB)

The
Hollister Property is located approximately 80 km (50 mi) from Elko Nevada, USA.
The property lies in an area of arid, high desert. There is good access to the
property via an 11 mile, all-weather road that was constructed in the early
1990s for the gold mining operation at Hollister. The road spurs to the south
off the Midas-Tuscarora Road, Nevada State Route 18, east of the town of Midas.
Infrastructure is good with a number of mines within 15 miles of the project
site, and communities such as Elko and Battle Mountain that provide air and rail
transport as well as skilled personnel and other services to the operations. A
major power line is located just off the property and a substation 5 miles away.
Gold and silver mineralization occurs in multiple, steeply dipping vein systems
on the property. Vein systems within the HDB are the best explored and host the
current mineral resources and reserves.

Pursuant
to Earn-In and Joint Operating Agreements entered into in August 2002 between
Great Basin and Hecla Mining Company, Hecla could vest in a 50% working interest
in the HDB. On February 21, 2007, the Company announced that it would purchase
Heclas interest in the HDB which was held by Heclas subsidiary, Hecla Ventures
Corporation (HVC), which was concluded on April 19, 2007. An initial feasibility
study on the HDB was completed in July 2007. Permitting and pre-development work
was initiated as well as additional underground drilling at the HDB and surface
drilling on areas of the property outside of the HDB.

Additional
information on the mineral resources, mineral reserves and feasibility study
results for the HDB to July 2007 is available in Item 5 Description of Business,
below. Information on other activities on the Hollister property to December 31
2007 is also included.

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.

Burnstone Project, Mpumalanga Province, South Africa

The
Burnstone Project is located approximately 80 km (50 mi) southeast of
Johannesburg, near the town of Balfour. The property lies in open, rolling
countryside that has excellent infrastructure, including paved highways,
railroads and power lines. Gold occurs within the Kimberley Reef, a gold-bearing
conglomerate unit that is one of four main gold-bearing horizons in the
Witwatersrand Basin. The Burnstone deposit is subdivided into at least four
areas, Areas 1 and 2 are the most advanced and are now included in the mine
plan. Other areas are the focus of ongoing exploration drilling.

Pre-development
work has been underway at Burnstone since an initial feasibility study was
completed in 2006. This work includes excavation of an access decline to take a
bulk sample and for later development of Area 1 of the Burnstone deposit. To
December 31 2007, the decline had advanced 1,283.2 m, which is 55% of its
planned length. An optimisation of the May 2006 feasibility study was completed
in 2007, based on increased resources outlined from drilling in 2006 and 2007.
The mine plan was revised to include provisions for access and other development
in Area 2 of the Burnstone deposit.

Other
than as described below, prospecting rights to 100% of the gold ounces in the
mineral reserve categories and approximately 94% of the additional measured and
indicated mineral resource categories of the area covered by the Burnstone
Project have been granted to our South African subsidiary Southgold Exploration
(Pty) Ltd. (Southgold). The remaining 6% of the measured and indicated mineral
resources of the Burnstone Project are held Puma Gold (Pty) Ltd. (Puma), who
also holds the title to the properties these mineral rights relate to. Puma has
optioned these farms (known as Doornhoek 577 IR) and related lands to us for
US$8.00 per contained gold ounce, with the number of ounces (if any) to be
determined by a third party consultant after we drill two additional

---

| |  10  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

holes on these farms at our expense. The option granted by Puma
is current, but is under further negotiation. These farms represent
approximately 435,000 of the ounces in the additional measured and 29,000 of the
ounces in the additional indicated categories at Burnstone, using a 400 cmg/t
cut-off.

On
February 21, 2007 we entered into an in principle Transaction Framework
Agreement with a view to achieve compliance with South Africas relatively new
(2002) black economic empowerment (BEE) legislation. The BEE legislation,
including the Mining Charter, requires us to achieve a target of 26% ownership
in our South African projects by historically disadvantaged South Africans
(HDSAs) by 2014.

On August 8, 2007 a definitive Subscription and Acquisition Agreement was
concluded between Great Basin, Southgold, Tranter Holdings (Proprietary)
Limited, and its BEE subsidiary corporation, to be re-named Tranter Burnstone
(Proprietary) Limited (Tranter Burnstone). This was one of the conditions
precedent to the proposed transaction as set out in the Transaction Framework
Agreement mentioned above.

On
  October 1, 2007, all of the conditions were fulfilled and implemented in terms
  of the Subscription and Acquisition Agreement between, among others, Great Basin
  and Tranter Gold (Proprietary) Limited (Tranter Gold), a subsidiary
  of Tranter Holdings, inclusive of SA Reserve Bank approval.

Also
  on Monday, October 1, 2007, Tranter Burnstone, subscribed for 812 new ordinary
  shares in Southgold for a purchase consideration of R260 million ($39 million)
  in cash, which, following the issue and allotment of the new Southgold shares,
  constituted 26% of the entire issued share capital of Southgold. Following the
  implementation of the Southgold subscription, N6C Resources Inc (N6C),
  a wholly owned subsidiary of Great Basin, purchased the new Southgold shares
  from Tranter Burnstone in exchange for the issue by Great Basin of 19,938,650
  new ordinary shares in Great Basin to Tranter Burnstone. There is an agreed
  lock-up period of at least 3 years during which the shares cannot be traded.

Accordingly,
Tranter Burnstone has become the owner of the new Great Basin shares, which
represented an equivalent effective interest on a see-through basis of at least
26% in Great Basins South African Burnstone project as required by the Mineral
and Petroleum Resources Development Act, 2002, and the Mining Charter.

The
issue and allotment of the new Great Basin shares, constituted approximately
9.3% of the issued share capital of Great Basin on a fully diluted basis.

The
government of the Republic of South Africa has jurisdiction over activities,
communities, habitat users and other interests that may be affected by mining.
In particular, the DME has jurisdiction over mineral rights relating to the
property on which the Burnstone Project is located.

Operations Generally

We
do not have any commercial mining operations and hence do not have any operating
revenue although, historically, we have had annual interest revenue as a
consequence of investing surplus funds pending the completion of exploration
programs. Our operations consist of advancing exploration and pre-development at
our two principal mineral projects.

Significant Acquisitions and Significant Dispositions

1.1       Kryso Resources Plc

In
  December 2006, the Company purchased an initial 15% interest in Kryso Resources
  Plc (Kryso), a company listed on the London Stock Exchanges
  Alternative Investment Market with gold and nickel assets in Tajikistan. Pursuant
  to the share purchase agreement, the Company purchased 10,000,000 shares at
  10 pence per share for a total payment of ₤1 million (pounds) (approximately
  $2.1 million).

---

| |  11 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

On July 11, 2007 the shareholders of Kryso approved the issuing
  of 5,000,000 warrants to the Company, exercisable for one common share of Kryso
  per warrant at an exercise price of 15 pence (approximately $0.31) per share
  over a five year period. In addition the Company has a five-year right of first
  refusal that will allow the Company to maintain its percentage equity position
  in Kryso and has the right to appoint one member to Krysos board of directors
  and a technical advisor to its management team. The Kryso securities and rights
  are held by our Cayman subsidiary, N5C Resources Inc.

On
October 9, 2007 the Company acquired an additional 1,908,429 shares in a public
placement undertaken by Kryso Resources Plc. This ensured that the company
maintained its 15% shareholding in the issued share capital of Kryso. The shares
were issued at 11.5 pence per share and the total consideration of £219,469
($448,266) was settled in cash.

1.2      Rusaf Gold Ltd

On
June 4, 2007, the Company entered into an agreement with Rusaf Gold Ltd.
(Rusaf) giving it the right to acquire approximately 37% of the fully diluted
equity shares of Rusuf for total consideration of $12 million, payable $8
million cash and $4 million in Great Basin common shares. Rusaf is a Canadian
registered exploration company, with operations in Tanzania and with 100% owned
subsidiary companies that hold prospecting rights to properties in Tanzania and
Russia.

The
transaction originally provided for three tranches of which the first tranche
closed on June 28, 2007 with the payment of $2 million for 3,333,333 shares at
$0.60 per share.

The
second tranche of the purchase was subject to satisfaction of certain
conditions, which were met on July 20, 2007 and enabled the Company to be issued
10,000,000 shares at a price of $0.60 per share for an aggregate payment in cash
to Rusaf of $6 million.

The
third and final tranche was subject to certain conditions being met, including
the completion of the acquisition by Rusaf of New Africa Mining Fund Nominees
Tanzania (Pty) Ltds (NAMF) participation interest in the Lupa Goldfields
Joint Venture. The third tranche would have resulted in the Company acquiring an
additional 6,666,667 shares at a price of $0.60 per share to be paid by the
issuance of Great Basin shares equal to the value of $4 million, based on the
arithmetical average closing price of the Great Basin shares on the Toronto
Stock Exchange for the twenty trading days immediately preceding receipt of the
final shares.

Subsequent
to December 31, 2007 this third tranche was cancelled and replaced by a new
agreement whereby the Company will acquire the remaining 63% of Rusaf for a
total consideration of $14,4 million, payable in approximately 4,9 million Great
Basin Gold common shares. The exchange ratio applied is 1 Great Basin share for
every 4.5 Rusaf shares.

The
acquisition terms also provide for additional Great Basin shares to be issued in
the first 3 years from closing, contingent upon gold discoveries involving more
than 500,000 ounces on certain mineral prospects currently held by Rusaf. In the
event of such discoveries, Great Basin will issue shares valued at the higher of
current or then-prevailing market price to the former Rusaf shareholders on the
basis of valuing these gold ounces (including equivalent metals) at US$15/oz for
inferred resources and US$40/oz for measured and indicated resources (subject to
a minimum average cut-off grade of 1.5 g/t or 0.04 oz/ton). Great Basin has also
agreed to spend between $7 million and $20 million in exploring Rusaf's
properties during this period depending on independent advice as to the
likelihood of exploration success. This acquisition of the remaining Rusaf
shares is subject to the approval of Rusaf shareholders, certain judicial
orders, as well as Toronto Stock Exchange, AMEX and JSE approvals. Assuming all
such conditions are met in the ordinary course, the parties are targeting
completion for the second fiscal quarter of 2008.

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| |  12 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

1.3      Casino Property

Western
Copper Corp., through its subsidiary CRS Copper Resources Inc. exercised the
option to acquire the Companys 100% working interest in the Casino property in
Yukon, Canada for the amount of $1 million on August 17, 2007

**ITEM 5.       
  DESCRIPTION OF BUSINESS**

We are engaged in the business of acquiring ownership of or interests in,
exploring and, where warranted, developing precious metals deposits. For the
past three years we have focused on two primary projects: (a) the Hollister
Project (previously known as the Ivanhoe Property) on the Carlin Trend in
Nevada, USA, where a feasibility study was completed in 2007 on a portion of the
property called the Hollister Development Block (HDB), and an underground
exploration and development program is underway to initiate bulk sampling in
2008, and (b) the Burnstone Project in the Witwatersrand Basin goldfield in
South Africa, for which an initial area feasibility study was completed in 2006,
followed by an optimized feasibility study in 2007 and the development of an
access decline is underway as part of pre-development work.

We disposed of our interest in the Casino property in Yukon, Canada for the
amount of $1 million on August 17, 2007 to CRS Copper Resources Inc. a
subsidiary of Western Copper Corp. In the event that a decision is made to put
the Casino Property into commercial production, the Western Copper Corp. will
pay to Great Basin an additional $1 million.

In
addition to our two primary projects, we hold interests in early stage mineral
prospects known as the Ganes Creek Property in Alaska and the Tsetsera Property
in Mozambique. As further described herein we are in the process of purchasing a
private exploration company, Rusaf Gold Ltd, with properties in Tanzania and
Iturup (Russian Federation).

Ganes Creek Property

Great
Basin signed an agreement with CW Properties LLC (CWM), effective November 14,
2007, whereby the Company will earn an 80% interest in all hard rock mineral
rights on the Ganes Creek Property in Alaska by expending a total of US$3
million in exploration expenditures over a period of three years. The Ganes
Creek Property is held by CW Properties LLC, based in Talkeetna, Alaska, USA.

Pursuant
to the agreement, a minimum of US$500,000 in exploration expenditures must to be
incurred in 2007; an additional US$1.3 million in expenditures by the end of
2008; and a final US$1.2 million in expenditures by the end of 2009. The company
can also increase its interest in the property at a production decision by
purchasing the remaining 20% at fair market value should CWM not wish to
participate in any development costs. CWM would retain a 2% Net Smelter Royalty
of which 1% could be purchased by Great Basin for US$2 million.

The
Ganes Creek Property is located in Alaska, 440 km northwest of Anchorage and 40
km northwest of McGrath. The property is situated in the Tintina Gold Belt,
which hosts the 20 million ounce Donlin Creek Project, located some 110 km to
the northeast and held by NovaGold Resources and Barrick Gold. The mineral
rights held by CWM at Ganes Creek total 15,402 acres, comprising thirty-nine
40-acre state claims, seventy 160-acre state claims and fourteen federal
patents, containing 90 patented claims with a total area of 2,628 acres.

The
  Ganes Creek Project occupies the western portion of a 19 km long area of gold
  anomalies, hard rock prospects and placer deposits aligned along the Yankee-Ganes
  Creek fault zone. The Yankee-Ganes Creek fault is sub-parallel to the major
  transcurrent Nixon-Iditarod fault. Regional geologic mapping has identified
  the eastern Innoko district (including Ganes Creek Project) as the structurally
  offset, northern extension of the Donlin trend of deposits and gold prospects.
  The Donlin trend is truncated by the Iditarod fault zone some 130 km to the
  southwest of the Ganes Creek Property.

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| |  13  | Annual Information Form and Form 40-F
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Historical
work on the property has identified intrusive-related gold showings as well as
high grade shear- and vein-associated gold occurrences. Numerous showings are
proximal to the regional Yankee-Ganes Creek fault, close to the eastern boundary
of the property. Unverified historical production at the Independence Mine in
the same area was reported to be 500 ounces gold at an average grade of 1 ounce
gold per ton.

During
the 2007 field season, approximately 9,711 linear metres of exploration trenches
were excavated with a D-7 Caterpillar and an Ex-160 excavator, during the period
of July 9 to September 25. These trenches were constructed primarily on existing
roads, trails, and ridges. Towards the end of the season, additional trenches
were excavated to follow up on prospective areas located subsequent to the
initial work.

Approximately
1,685 rock samples were taken from the exploration trenches. Trenches
constructed in September at Breccia Ridge and the Spaulding Spur road (1,228 m
[~4,030 ft]) were not sampled due to time constraints and left open to be
sampled in the 2008 field season.

A
majority of these rock samples were taken as continuous chip samples from newly
exposed bedrock along trench walls and road bases. Continuous chip samples
ranged from 1 to 4 m in length and were sampled according to lithologic control.
Select samples of quartz veins, distinct alteration and mineralization were
included within the chip sample stream. Trenches and samples were photographed
and have been catalogued in the computer database.

All rock samples were sent to Alaska Assay Labs located in Fairbanks Alaska.

Tsetsera Property

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

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

Should
any financing be required for the conducting of any mining activities, each of
the parties is required to contribute to such financing needs in proportion to
their interests in the JV. Should GSR not be in a position to contribute
financing required by the JV in respect of any property or project, Great Basin
has the right of first refusal to buy GSRs remaining 20% share. The
consideration payable in respect of the 20% share will be settled in either cash
or Great Basin shares and the value will be based on resources reported at that
time and valued at fair market price. GSR however will retain a 3% Net Smelter
Royalty.

The
Company will manage the JV and will be responsible for the day to day management
of the exploration and other activities to be conducted.

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

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| |  14 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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

Abundant
inactive local workings were identified during the mapping. At least 4 steeply
dipping quartz veins were identified and mapped out over 2,625  5,250 ft
(800-1600 m) strike length that varies in width from 20cm to greater than 50 cm.
Representative samples were taken of the veins and results are pending.

A
total of 25.6 line km have been cut and cleared in anticipation of geophysical
surveys. Soil sampling at 200 m x 25 m centres will be completed along the same
cut lines. Forty-four rock samples have been taken from the surface.

All samples are being sent to ALS Chemex Labs in Johannesburg, RSA for analysis.

Rusaf Gold Ltd

On
June 13, 2007 the Company entered into an agreement, as amended, with Rusaf Gold
Ltd. (Rusaf) whereby Great Basin acquired approximately 37% of the fully
diluted equity shares of Rusaf for total consideration of $8 million cash. Rusaf
is a Canadian registered exploration company, operating from Dar Es Salaam,
Tanzania, with six 100% owned subsidiary companies that hold prospecting rights
to various mineral properties in Tanzania and Russia.

The Company announced on February 14, 2008 that it has entered into an agreement
with Rusaf whereby it will purchase the remaining 63% of the fully diluted
equity shares of Rusaf for a total consideration of $14.4 million, payable in
approximately 4.9 million Great Basin Gold common shares. The exchange ratio was
1 Great Basin share for every 4.5 Rusaf shares. For the year ended December 31,
2007 the Companys investment of 37% in the issued common stock of Rusaf was
recognized as an investment in associate and the Company has equity accounted
for its share of post-acquisition losses incurred.

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

To
the extent GBG Great Basin grants options or joint venture interests on the
former Rusaf properties, the funds expended by third parties will count towards
Great Basins exploration commitments but will not affect the calculation of
ounces..

Great
Basin has agreed to spend between $15 million and $27 million exploring the
Rusaf properties over the three year period (inclusive of the $8 million Rusaf
had on-hand on September 30, 2007 and the amounts Rusaf has spent on its current
exploration to date of the agreement).

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| |  15 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Principal Properties

Hollister Property, Nevada

The
Hollister Property is held 100% by Great Basin through its subsidiaries. At
December 31, 2007, the Hollister Property consists of a total of 937 unpatented
claims, covering over 32 square mi (69 square km), located on federal land
administered by the Bureau of Land Management (BLM), and as such, all claims
are subject to annual maintenance payments to the BLM and Elko County.

An
initial feasibility study 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.

A
total of 9,999 ft of access and 3,001 ft of I-drifting on veins have been
completed to date from which 11,166 tons of ore has been extracted. A 5,000-ton,
bulk sample was trucked to a facility owned by Newmont Mining Company in April
2007 for test milling. Good recoveries were obtained and 2,090 oz of gold and
24,050 oz of silver (2,527 oz gold equivalent1) were recovered.

An
additional 3,100-ton bulk sample was trucked to Jerritt Canyon process facility
for milling and gold recovery in September 2007. The sample had a head grade of
0.708 oz (24.28 g/t) of gold per ton and 6 oz (205.72 g/t) of silver per ton,
delivering 1,976 oz of gold and 14,835 oz of silver, or a total of 2,246
equivalent gold ounces.1

Acquisition Agreements

(i) Newmont Agreement

Pursuant
to the terms of a purchase agreement (the Ivanhoe Purchase Agreement) dated
August 13, 1997, with a subsidiary of Newmont Mining Corporation and Touchstone
Resources Company (Touchstone), a Nevada company later acquired by Great,
acquired Newmonts 75% interest in the Hollister property. A Great Basin
subsidiary later acquired Touchstone, which owned the other 25%, hence 100% of
the Hollister Property is now owned by Great Basin. 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).

The
45-claim Hillcrest/Finley River claim block is under an 80-year lease from the
Hillcrest/Finley River partnership expiring October 27, 2080. This partnership
retains an underlying NSR of 2% and receives annual lease payments of $50,000
subject to increase. In each 20-year renewal period the annual lease payments
will be increased by US$5,000. Newmont Mining Corporation holds an additional 3%
NSR on the Hillcrest/Finley River claims. Under the Ivanhoe Agreements, Great
Basin agreed to share Newmonts future reclamation costs for past mining at
Hollister 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 57 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
-6 million range. As of the date hereof, we are still resolving some outstanding
environmental issues with Newmont before we request conveyance of the claims.
Reclamation overruns have now exceeded US$1.5 million and are now currently
divided as 75% to Newmont Mining Corporation and 25% to us, and such additional
expenditures have not been material over the last two years nor are they
expected to become material (in respect of pre-1997 conditions).

____________________________________________1
Gold equivalent is based on metal prices of US$550/oz for gold and US$10/oz for
silver and recoveries of 90% for gold and 80% for silver.

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| |  16 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

(ii) Other Hollister Acquisition Agreements

The
Robbie claims, acquired under a 15-year lease on June 8, 1999, comprise 107
claims. 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.

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.

The
139 claims comprising the Ho claim group were acquired by staking in 1998. 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.

On
July 13, 2001, the Company acquired the Sheep Corral property, consisting of 65
unpatented lode mining claims for US$50,000 for assignment of the Property. 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.

(iii) 2002 Agreement with, and Subsequent 2007 Buy-out of,
Hecla Ventures Corp. (HVC)

In
August 2002, Great Basin and HVC finalized Earn-In and Joint Operating
Agreements, whereby HVC could vest in a 50% working interest in the HDB, an area
within and constituting approximately 5% of the Hollister property, subject to a
purchase price royalty in favour of Great Basin, providing that HVC funds a
US$21.8 million, two-stage, advanced exploration and development program (or
otherwise achieves commercial production) and issues 4 million a share purchase
warrants in HVCs publicly traded parent company, Hecla Limited (Hecla), to
Great Basin (of which 2 million have been issued to date). Concurrent with the
milestones that triggered Hecla warrants being issued to Great Basin, Great
Basin was to issue 2 million share purchase warrants to HVC of which 1 million
were issued to date.

On
February 20, 2007, Great Basin entered into a Share Purchase Agreement to buy
all the outstanding shares of HVC and thereby effectively regain a 100% working
interest in the HDB, for a total of US$60 million, comprising US$45 million in
cash and the remaining US$15 million in our common shares (approximately 7.94
million shares). In addition to the payment of cash and shares, Great Basin
agreed to release Hecla from its obligations under the Earn-in Agreement as a
guarantor of HVCs obligations. The closing of the Share Purchase agreement took
place on April 12, 2007. In addition to the 50% earn-in rights, HVC owned
approximately US$2 million in tangible assets, inclusive of various pieces of
mining equipment. Great Basin assumed payroll and benefits obligations for 35
Hecla employees working on the HDB project for at least a one year period. Great
Basin also assumed all responsibility for any environmental liabilities in
respect to the HDB. HVC expended some US$32 million on advanced exploration work
at HDB since 2002.

Location and Access

The
Hollister Property is located in Township 37 and 38 North, Range 48 East,
Ivanhoe Mining District, Elko County, Nevada.

The
shortest access to the Property is via the Interstate 80 freeway corridor by
gravel roads, north of Battle Mountain, for over a distance of roughly 50 mi (80
km). Battle Mountain is the nearest town with full service facilities. The
nearest mining infrastructure is at the Dee Mine, located 8 mi (13 km) by road
to the southeast. Major power transmission lines lie just off the southeastern
corner of the Property, and a sub-station is located 5 mi

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| |  17 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

(8 km) 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 (Figure 1).



Figure 1 Hollister: Elko as support hub for mining operations
on Carlin Trend

Environmental Matters

Reclamation
in the area of previous open pit production is nearing completion. Newmont will
manage reclamation, and surface use in and around the Hollister mine area, until
reclamation is completed. This area consists of 62 claims encompassing 1.1
square mi (2.8 square km), and was funded by a US$4.5 million reclamation fund.
Cost overruns, up to a total overrun of US$1.5 million, have been funded 33% by
Newmont and 67% by Great Basin, and thereafter all amounts expended are funded
as to 75% by Newmont and 25% by Great Basin.

During
1999, cumulative reclamation expenditures exceeded US$6 million and as required
by the agreement, the Company contributed 25% of the excess from 1999 to 2007.
The 2007 invoice has not yet been received but is not expected to be
material.

Great
Basin has access to explore within the reclaimed areas, subject to Newmonts
determination that such activities do not interfere with reclamation. Newmonts
consent has been obtained expeditiously in all cases to date.

Property Geology

The
Hollister Property is situated near the northern end of the Carlin Trend, a
northwest-trending corridor of mines and mineral occurrences (Figure 2). The
alignment of deposits along the Carlin Trend resulted from a long-lived,
deep-seated northwest-oriented fracture system; hydrothermal systems emplaced
gold into receptive sedimentary and volcanic lithologies along the structural
corridor. Accordingly, the key ore controls for Carlin-type gold deposits are a
combination of structural preparation and favourable host rocks. Association
with intrusive rocks is an important geological factor in the occurrence of the
Carlin Trend gold deposits.

Property
  geology includes Ordovician sedimentary and mid-Eocene intrusive rocks that
  are covered by a thin veneer of Miocene volcanic and volcano-sedimentary rocks.
  Structure (veins and faults) is an important control of the mineralization;
  on the Hollister Property this typically occurs as high-angle faults with east-west,
  north-northwest and northeast trends. The intersection of these faults may be
  an especially critical control for gold mineralization.

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| |  18  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

The previously mined Hollister deposit is a large low-grade gold system in
Miocene volcanic rocks. This deposit represents near-surface leakage from a
deeper, high-grade gold feeder system, hosted by the Valmy Formation. In the
area of the mineralized veins, the Ordovician Valmy Formation consists of light
grey quartzites; dark grey, muddy or argillaceous quartzites; black sandy
argillites; black massive argillites and black to grey laminated argillites. A
core intercept of 2.4 ft grading 32.54 oz/ton (0.7 m grading 1,115.67 g/t) gold
in the west Hollister area from 1994 drilling by Newmont was interpreted to be a
high-grade feeder vein to the overlying volcanic-hosted disseminated gold
mineralization. There were at least 34 such historic high-grade intersections in
the Valmy Formation that required follow-up drilling when Great Basin acquired
the property.

The
Hatter Stock is a 39 million year old biotite granodiorite intrusion. It has
another significant, although less well understood gold anomaly associated with
it and the surrounding Valmy Formation, similar to the Hollister area. Assays
from younger crosscutting veins in the Hatter intrusion include ten ft of 0.731
oz/ton (3 m of 25.06 g/t) gold and 20 ft of 0.736 oz/ton (6.1 m of 25.23 g/t)
gold. The Valmy rocks on the west flank of the stock host low-grade intercepts,
such as 85 ft at 0.025 oz/ton (25.9 m at 0.857 g/t) gold in brittle shear or
fault zones.



Figure 2 Hollister Property and Carlin Trend

Exploration History

The
  Ivanhoe district has a long mining history that started with mercury mining
  in the early 1900s. Various companies explored for a variety of target
  types including porphyry molybdenum, uranium, and gold deposits over the period
  from the early 1960s until 1980. Gold exploration programs, conducted
  by United States Steel Corporation (USX) from 1980 to 1986 and subsequently
  by the Cornucopia/Galactic joint venture from 1986 to 1992, focused on delineation
  and production from open pit oxide deposits.

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| |  19 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The deposit was placed into production in 1990. Mining from the
  Hollister area USX pits produced 115,696 oz (3.6 million g) of gold from 3,271,954
  tons mined to 1996. Newmont formed a 75-25 joint venture with Touchstone in
  1992. Between 1992 and 1994, Newmont conducted an extensive exploration program
  that included drilling, geological mapping, geochemical sampling, and geophysical
  surveys. The program targeted near-surface mineralization that Newmont ultimately
  decided did not warrant further work.

Great
Basins exploration program at Hollister has focused on locating high-grade gold
deposits that are mineable by underground methods. In general, exploration is
based on comparisons to the Midas deposit at the Ken Snyder Mine located to the
northwest and the Goldstrike area, i.e. Post-Betze and associated deposits,
located to the southeast along the Carlin Trend. The comparison with the
deposits at Ken Snyder is based on the similarity in style and mineralogy of the
feeder veins that have been intersected beneath the Hollister deposit to those
at the Midas discovery. The comparison with Goldstrike is based on the
similarity of: the size and tenor of the gold anomalies in both the Hollister
and Hatter areas; the mineralized structures; the age of the rocks; and the
association of mineralization with the Hatter Stock.

Great
Basin planned and implemented a two-phase program in 1999 to test the newly
interpreted and defined multiple vein systems beneath the Hollister deposit; 59
holes totalling 47,830 ft (14,580 m) were drilled, resulting in the discovery
and initial delineation of the Clementine and Gwenivere high-grade gold-silver
vein systems over respective east-west strike lengths of 1,800 ft (550 m) and
1,000 ft (305 m). In 2000, 143 additional holes, totalling 141,830 ft (43,230 m)
were drilled, outlining the Clementine system over a strike length of 3,000 ft
(915 m), and the Gwenivere system over a strike length of 2,000 ft (610 m). A
third system, called South Gwenivere, was also discovered and traced over at
least 500 ft (150 m).

Outside
of the immediate Hollister area, drilling in 2000 in the Velvet area located
1,400 ft (425 m) north of the Clementine vein system, encountered high-grade
gold mineralization in a new vein system. Rotary hole 204 returned 15 ft of 0.56
oz/ton (4.6 m of 19.20 g/t) gold, including 5 ft of 1.04 oz/ton (1.5 m of 35.65
g/t) in a banded quartz vein intersection in Valmy Formation quartzites.

To
December 31, 2001, Great Basin completed a total of 205,440 ft (62,620 m) of
drilling in 216 holes. Of this, 202,575 ft (61,745 m) in 205 holes were drilled
in the area now known as the Hollister Development Block.

In
2000-2001, Kappes, Cassiday and Associates conducted metallurgical testwork on
three representative geo-metallurgical samples from the Hollister deposits.
These are (1) banded quartz adularia illite with gold and silver in quartzite;
(2) kaolinite mineralization with cryptic gold; and (3) banded quartz adularia
illite vein with gold and silver in argillite.

The
work was carried out on fresh drill core samples composited at ALS Chemex Labs
in Elko. A series of standard 96 hour, direct cyanidation, bottle-roll tests
were completed with varying grind size, cyanide consumption and reactive carbon.
Recoveries of 95% gold and 90% silver were achieved for quartzite-hosted veins
at grinds of less than 106 microns in 48 hours with excess cyanide. Argillite
hosted veins yielded recoveries of 96% gold and 94% silver at grinds of less
than 62 microns in 24 hours under excess cyanide conditions. Recoveries of 97%
gold and 92% silver were achieved in 48 hours for kaolinitic mineralization at
the same grind and cyanide conditions as the argillite suite. The results of the
milling studies conducted by Kappes Cassiday indicate the ore types likely to be
mined at Hollister could be processed to commercially acceptable metal
recoveries. Conventional crushing, grinding and Carbon-in-Leach sodium cyanide
leach processing followed by carbon absorption would yield a high-grade
gold/silver dore that would be refined to 99.999% pure gold and silver.

In
October 2001, Behre Dolbear & Company Ltd. was retained by the Company to
audit a preliminary resource estimate for the high-grade epithermal gold-silver
veins on the portion of the property now known as on the Hollister Development
Block. A Preliminary Assessment was completed in 2002, and updated in 2006; both
studies indicated positive returns for the 400 tons per day underground
operation using toll milling.

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| |  20 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Most
activity between 2002 and March 2007 was conducted by Hecla and focused on the
Hollister Development Block. From August 2002-2004, the majority of that work
was directed toward gaining permits for the underground exploration and
development program. The Nevada Bureau of Land Management announced a finding of
No Significant Impact and Decision Record in March 2004. The Hollister
Development Block program was fully permitted on May 7, 2004. Hecla received
authorization for physical work on August 20, and physical work began on
September 15. The 2,764 ft decline was completed in early 2006 and 96,168 ft of
drilling was completed between February 2006 and December 2007.

Sampling and Analyses

The
following is a summary of the sampling and analytical procedures for the samples
taken during the drilling programs in 2007.

Samples
collected from the Hollister Project are stored in a secure facility until
picked up by Inspectorate America Corporation (Inspectorate) of Sparks, Nevada.
Vein samples are analyzed by either metallic screen or standard fire assay
procedures. For metallic screen analyses, vein sample preparation consists of
drying and jaw-crushing the entire sample to 90% passing 10-mesh, taking a 500 g
sub-sample using a rotary splitter, and then pulverizing the 500 g sub-sample to
90% passing 150-mesh using a large capacity ring and puck pulverizer. Gold and
silver determinations are by metallic screen analysis, with two 1 assay-ton (30
g) fire assays completed on the fine fraction; the coarse fraction is fire
assayed in its entirety. For standard fire assay, vein sample preparation
consists of drying and jaw-crushing the entire sample to 90% passing 10-mesh,
taking a 300 g sub-sample using a Jones splitter, and then pulverizing the 300 g
sub-sample to 90% passing 150-mesh using a large capacity ring and puck
pulverizer. A 30 g charge is fire assayed. All metal determinations are by
gravimetric finish. Vein samples analyzed by standard fire assay will be
re-assayed using metallic screen procedures. Laboratory Quality
Assurance/Quality Control (QA/QC) is monitored using coarse reject blanks and
assay standards, duplicate fire assays, and Inspectorates internal standards
and blanks. Coarse blanks (barren rhyolite or landscape marble) and assay
standards are inserted into the sample sequence as blind samples prior to
submitting the samples to the laboratory. Inspectorate also inserts assay
standards and blanks into the sample stream. QA/QC results are within acceptable
limits.

Estimates of Mineralization

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe following table uses the terms measured resources
      and indicated resources. We advise investors that while these terms are
      recognized and required by Canadian securities regulations (under National
      Instrument 43-101 Standards of Disclosure for Mineral Projects),
      the U.S. Securities and Exchange Commission does not recognize these
      terms. Investors are cautioned not to assume that any part or all of
      mineral deposits in these categories will ever be converted into
      reserves. See Risk Factors.


Table 1. Hollister Development Block Measured and Indicated
Resources May 2007

Category
      Cut-Off oz/ton
      Size
      Au
        Grade
      Contained Oz Au
      Ag
        Grade
      Contained Oz Ag
      Contained OzAu EquivTons
      Tonnes
      oz/ton
      g/t
      oz/ton
      g/tMeasured
      0.25
      560,000
      508,000
      1.04
      35.77
      584,000
      6.09
      208.91
      3,413,000
      646,0000.35
      448,000
      406,000
      1.23
      42.20
      551,000
      6.98
      239.27
      3,124,000
      608,000Indicated
      0.25
      343,000
      311,000
      1.00
      34.45
      344,000
      5.09
      174.58
      1,744,000
      376,0000.35
      280,000
      254,000
      1.16
      39.87
      326,000
      5.78
      198.13
      1,618,000
      355,000Measured & Indicated
      0.25
      903,000
      819,000
      1.03
      35.32
      929,000
      5.71
      195.77
      5,157,000
      1,022,0000.35
      728,000
      660,000
      1.20
      41.30
      877,000
      6.52
      223.54
      4,742,000
      962,000


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Cautionary Note to Investors concerning estimates of
      Inferred ResourcesThis section uses the term inferred resources. We
      advise 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 great uncertainty 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. Mineral resources that are not mineral
      reserves do not have demonstrated economic viability. None of the
      following mineralization has been demonstrated to be ore nor is considered
      to be a mineral reserve. Investors are cautioned not to assume that any
      part or all of an inferred resource exists, or is economically or
      legally mineable. See Risk Factors.


Table 2. Hollister Development Block Inferred Mineral Resources
May 2007

Category
      Cut-Off oz/ton
      Size
      Au Grade
      Contained Oz Au
      Ag Grade
      Contained Oz Ag
      Contained OzAu EquivTons
      Tonnes
      oz/ton
      g/t
      oz/ton
      g/tInferred
      0.25
      805,000
      731,000
      1.08
      37.13
      872,000
      3.94
      134.92
      3,169,000
      930,0000.35
      627,000
      569,000
      1.31
      44.85
      820,000
      4.32
      148.11
      2,707,000
      869,000


The
resources estimate is further described in the Technical Report on the Resource
Estimate for the Hollister Development Block Gold Project, Elko, Nevada
prepared by Deon van der Heever, Pr.Sci.Nat., GeoLogix Mineral Resource
Consultants (Pty) Ltd., an independent qualified person, dated July 6, 2007.

Recent Exploration

Hollister Development Block Feasibility Study

The
following information is extracted from a Technical Report on the Feasibility
for the Hollister Development Block Gold Project, Elko County, Nevada prepared
by Peter Cain, Ph.D., P. Eng., Associated Geosciences Ltd, an independent
qualified person. Further details can be found in the September 2007 report
which is filed at www.sedar.com.

The
feasibility study assessed a 400 ore tons per day underground operation, mining
the high-grade gold-silver mineralization from the Gwenivere, Clementine and
South Gwenivere vein systems and trucking it to an off-site toll milling
facility.

Using,
a gold price of US$550/oz and a silver price of US$10.00/oz, the pre-tax results
from the study indicate a very robust pre-tax internal rate of return (IRR) of
105.6% and net present value (NPV) of US$122.9 million (5% discount rate). The
post-tax numbers for the Hollister Development Project amounts to an IRR of
58.2% and an NPV of US$65.2 million at the discount rate of 5%. The key
parameters and results are summarized in the table below:

Table 3. Hollister Development Block Mineral Reserves July 2007

Mineral Reserves At 0.28 oz/ton
      cut-off
    Proven:571, 800 tons grading 1.0 oz/ton
      gold and 5.43 oz/ton silver Probable:296,700 tons grading
      1.03 oz/ton gold and 4.06 oz/ton silver Proven and probable:868,500 tons grading 1.01 oz/ton gold and 4.3 oz/ton silver


The
Mineral Reserves are included in the Mineral Resources in Table 1 above. The
proved and probable reserves have been determined in terms of Canadian
regulations under NI 43-101, which differ from the U.S. Securities and Exchange
Commissions standards for such classification.

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Table 4. Hollister Development Block Feasibility Study Results
July 2007

Production
      Rate
    400
      ore tons/dayRecoveries
    93% gold 80% silverAverage Annual
      Production
    150,000 oz gold equivalent1Life of Mine Production (recovered)
    846,887 oz gold 3,525,928 oz silverStart up
      Capital Cost
    $41.4
      millionOperating Costs Mining Toll
      milling Trucking General & Administration
    $175/ton $42/ton $29/ton
      $28/tonCash Cost
    $323/equivalent oz1Total Cost
    $423/equivalent oz1Life of
      Mine
    6
      yearsPayback
    1.5
      yearsInternal Rate
      of Return (after tax)
    58.2%Net Present Value (5% discount rate) (after
      tax)
    $65.2 million


1Gold equivalent is
calculated using the above gold and silver prices and the formula: Au-eq oz
= Au oz + (Ag oz x Ag price/Au price)

At
a gold price of US$650, at a 5% discount rate the NPV of the project increases
to a pre-tax number of $185 million ($122.9 pre-tax at $550/oz)and the pre-tax
IRR to 155% (105.6% pre-tax at $550/oz).

Underground Exploration

A
second phase of underground drilling was initiated in March 2007 to test for
extensions to the vein systems at dept hand along strike, and to also explore
other veins that were discovered during the feasibility study drilling. Results
are promising. In November 2007, the Company announced a further 29,000 ft of
infill and 58,000 of step out drill holes had been initiated.

Surface Exploration

Recent
exploration activities consist of the completion of a controlled source audio
magneto-telluric geophysical survey, a portion of which occupied the HDB. A
total of 36 lines were completed and 77 line-kilometers of data were collected.
Of the entire survey, approximately 10 lines covered the HDB. This survey was
physically completed by an independent geosciences consultant and took place
between August, 2006 and October 19, 2006. A separate geophysics consultant
provided the data processing and interpretation and summarized the results on
February 28, 2007. The geophysical survey is part of a board-approved US$3
million exploration budget that was made available in November 2006 and which
will be funded from our existing working capital. Further activity has consisted
of core drilling from surface. A total of 10,140 feet was completed during 2007.

In
November 2007, the Company announced some 78,000 ft of surface drilling was
planned, focused on the area of the current underground infrastructure and the
Hatter Stock area.

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Plans for 2008

Hollister Development Block

- The Company will continue with the development and delivery of the
  Hollister Project, which is planned to produce some 80 000 ounces in 2008.
  Actual development activities are well underway to achieve this.
- Capital Expenditure of approximately US$34 million is planned for the
  period.
- The Company also plans to incur operating costs of US$28 million at these
  operations for an average of US$400/oz for the period.
- With regard to exploration activities, the Company plans to incur
  expenditure of approximately US$ 14 million during 2008. The focus of the
  exploration program would be to continue with infill drilling from the lateral
  underground, drilling at depth and strike to determine the extent of the vein
  system at the HDB, as well as surface drilling activities in and outside the
  HDB, on prospective target areas that were previously demarcated
- Existing permits allow the Company to mine up to 120,000 tons. The company
  plans to file the final plan for operation permits during 2008.

Burnstone Project, South Africa

Property Agreements

Great
Basin entered into an option agreement dated November 5, 2002 (the Agreement)
to purchase 100% of Southgold, a privately held South African corporation that
holds rights to purchase part of the Burnstone Project. Great Basin exercised
the option in two tranches in April 2003 and January 2004 and, with the
GFL-Randex rights discussed below, now holds, other than as indicated below, a
100% interest of the reserve category gold ounces and an approximately 94%
interest of the additional measured and indicated mineral resources in the area
covered by the Burnstone Project through its subsidiary Southgold with the
remaining 6% under option from Puma as described in Item. 4. Although
Southgold's prospecting rights cover the whole area of the Burnstone Project,
Southgold holds less than a 100% undivided interest in relation to certain of
these prospecting rights. However, to the best of our knowledge and belief, and
after due and careful enquiry, we are not aware of any third party having lodged
an application in respect of the remaining undivided interest in such
prospecting rights. We are currently in the process of taking steps to secure
the remaining undivided interest in such prospecting rights through applicable
South African mining law procedures. In the unlikely event of any applications
having been lodged by any third parties prior to securing our remaining interest
through these procedures, we intend taking any steps that may be necessary so as
to acquire such remaining interests should this in fact prove necessary at a
later date, including the possibility of entering into negotiations with such
third parties.

Upon
signing the Agreement the Company paid US$1.25 million ($2,007,561) to the
former Southgold Shareholders and also agreed to conduct a US$1.5 million work
program prior to April 30, 2003, which was completed. The Company exercised its
option to purchase the shares of the former Southgold Shareholders and completed
the purchase of Southgold by making payments of cash and Great Basin common
shares and share purchase warrants to the former Southgold Shareholders in two
staged tranches.

The
  Great Basin shares issued to the former Southgold Shareholders pursuant to the
  two tranches and the settlement agreement (described below) are subject to voting
  restrictions in the Option to Purchase Agreement, pursuant to which the holders
  have undertaken to vote with Great Basin management until the earlier of (i)
  April 30, 2008, or (ii) the time they dispose of such shares in accordance with
  the Option to Purchase Agreement. The former Southgold Shareholders are entitled
  to nominate two members to the Board of Directors of the Company although only
  one currently serves on the Board (Mr. Cooke).

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As
described in Item 4, In July 2006, the Company settled all remaining potential
obligations to the former Southgold Shareholders under the Option to Purchase
Agreement pursuant to a settlement agreement dated May 26, 2006, and issued 4
million Great Basin common shares 2 million Great Basin share purchase warrants.
The agreement extinguished certain additional consideration that the Company had
to pay the vendors based on the number of gold ounces independently estimated
for the Burnstone Project in a feasibility study , and also settled any
potential claims by the Southgold vendors in connection with their entitlement
to a share of the consideration that could become payable to the Company by a
BEE partner as part of the anticipated arrangements whereby the BEE partner
would acquire an interest in the Burnstone Project as contemplated by BEE
legislative initiatives in South Africa.

The
Company's mineral rights, other than those acquired from GFL and Randex
(discussed below), were held under option with "old order" mineral right
holders, the State, or Municipalities. The Company has converted the "old order"
rights to "new order" rights. Certain of the mineral right options were later
amended to extend the options and it was acknowledged that the Mineral and
Petroleum Resources Development Act was likely to become effective during the
existence of the options. The amendments also provided that should the mineral
rights lapse during the period of the options so that the Company is not able to
exercise the option to purchase the mineral rights, the Company would
nevertheless pay the purchase price should a mining right be granted to the
Company by the Department of Minerals and Energy over these properties. The
potential purchase price was originally estimated at the time of listing on the
JSE to be ZAR 4,901,885, but is now estimated to be ZAR 7,716,715 (approximately
$1,275,573) for all rights granted to date.

In
October 2003, pursuant to a prospecting agreement (the Prospecting Agreement)
dated October 17, 2000 between GFL Mining Services Limited (GFL), Randex
Limited (Randex), and Southgold, Southgold elected to purchase certain mineral
rights held by GFL and Randex totalling 11,563 hectares within the Burnstone
Project which were not covered under Southgold's then-existing rights, for ZAR
35 million ($6,695,598) subject to a NSR ranging from 1% to 2% (tiered to the
gold price), and payable to GFL. The Company funded Southgold's purchase of
these rights.

The
application for the granting of one new order prospecting right adjacent to the
Burnstone Project is still pending. The prospecting rights for the Burnstone
Project cover an area of approximately 30,000 hectares.

Conversion of Prospecting Rights

During
October and November 2006, all the old order prospecting rights held by
Southgold comprising the title to the Burnstone Project were converted into new
order prospecting rights by the DME. Our application for one new order
prospecting right for a farm adjacent to the Burnstone Project is currently
pending. These rights give Southgold the exclusive right to apply for and,
subject to fulfilling certain statutory requirements, including the approval of
the DME, be granted mining rights in respect of the minerals and the prospecting
area of the Burnstone Project under the MPRDA.

Purchase of Surface Rights

We,
through our subsidiary, Southgold, purchased approximately 2,273 hectares of
farmland to secure the surface rights of the Burnstone Project. No land claims
have been gazetted against these properties in terms of the relevant
legislation.

Black Economic Empowerment(BEE)

Great
  Basin closed the Subscription and Acquisition Agreement on October 1, 2007 between
  Great Basin and Tranter Gold (Proprietary) Limited (Tranter Gold),
  which had been entered into on August 8, 2007.

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| |  25 | Annual Information Form and Form 40-F
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Tranter
Burnstone (Proprietary) Limited (Tranter Burnstone), a subsidiary of Tranter
Gold, subscribed for 812 new ordinary shares in Southgold Exploration
(Proprietary) Limited (Southgold), a wholly-owned subsidiary of Great Basin,
for a purchase consideration of $38 million (R260 million) in cash, which,
following the issue and allotment of the new Southgold shares, constituted 26%
of the entire issued share capital of Southgold. Following the implementation of
the Southgold subscription, N6C Resources Inc., a wholly-owned subsidiary of
Great Basin, purchased the new Southgold shares from Tranter Burnstone in
exchange for the issue of 19,938,650 new common shares in Great Basin to Tranter
Burnstone. There is an agreed lock-up period of at least 3 years during which
Tranter cannot trade the Great Basin shares. The total purchase consideration
amounted to $38 million (ZAR260 million). The issue and allotment of the new
Great Basin shares, constitutes approximately 9.3% of the issued share capital
of Great Basin on a fully diluted basis.

Resulting
from this transaction, Tranter Gold being the shareholder of 75% of the issued
share capital in Tranter Burnstone, became entitled to appoint a director to the
boards of both Great Basin and Southgold for as long as it holds a qualifying
shareholding in Great Basin. Sipho Nkosi was appointed as director of both Great
Basin and Southgold. Tranter Gold is further prohibited from disposing of the
Great Basin shares or doing anything else that might impact on the BEE
credentials of Southgold for the period of three years or such longer period for
which Southgold requires BEE equity participation in order for its prospecting
and mining rights to remain valid.

In
addition to the issuance of the 19,938,650 new common shares in Great Basin,
1,684,312 Great Basin warrants were issued to the parties involved with the
transaction. These warrants are exercisable within three years and are subject
to a mandatory conversion should the Great Basin share price reach $6.30
(ZAR45.72) .

Tranter
Burnstone borrowed $29 million (ZAR200million) from Investec (a commercial bank
in South Africa) to settle the purchase consideration of the 812 Southgold
shares. The security for the loan comprised, amongst others, a loan guarantee in
terms of which each of N5C Resources Inc., N6C Resources Inc. or Rodeo Creek
Gold Inc. (all wholly owned subsidiaries of Great Basin) is obliged in the event
of default by Tranter Burnstone on any of its repayments to Investec at any time
for the first four years to lend not more than $11.6 million (ZAR80million) to
Tranter Burnstone in order to settle such interest payment obligations.

In
October 2000 Southgold entered into a Prospecting Agreement with, amongst
others, GFL Mining Services Limited (a subsidiary of Gold Fields Limited)
(GFL) in terms of which Southgold was entitled to prospect for minerals on
certain mineral rights owned by GFL and in terms of which Southgold was granted
an option to acquire these mineral rights. Southgold exercised the option to
acquire the mineral rights and the consideration was payable in a cash component
(on date of acquisition) of $6.4 million (ZAR33.5 million) and a net smelter
royalty component payable on any gold extracted from the acquired mineral
rights.

As
part of the BEE transaction, Southgold entered into the Memorandum of Agreement
in terms of which Southgold paid $11.6 million (ZAR80million) to GFL in full and
final settlement of the net smelter royalty payable in terms of the Prospecting
Agreement.

By
concluding this BEE transaction, Great Basin complied with the provisions of
section 22 of the Mineral and Petroleum Resources Development Act, 2002, which
enabled the company to submit its application for the Mining Rights over the
Burnstone Project, which was submitted in September 2007.

The
Department of Minerals and Energy (DME) acknowledged receipt of the
application for a mining right and the processing thereof is underway. The
processing and granting of an application for a mining right by the DME takes in
the order of 12 months to complete.

Access, Climate and Physiography

The
  Burnstone Project is located about 80 km (50 mi) southeast of Johannesburg and
  just east of Balfour, in the Mpumalanga Province of the Republic of South Africa
  (Figure 4). The property is situated in a physiographic region known as the
  South African Highveld, lying at an altitude of 1,670 m (5,480 ft). Topographic
  relief in the area is primarily gently rolling grassland terrain.

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| |  26 | Annual Information Form and Form 40-F
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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 hailstorms also
  occur.

The
project is located close to a major highway; several roads cross the property,
which access the village of Balfour. The property is also crossed by national
Eskom grid power lines and by two rail lines, one being the main Johannesburg,
Durban trunk line. The Rand Water Boards main water trunk into Balfour has
excess pipeline capacity sufficient to service the mine/mill needs.

Figure 4 Geology of Witwatersrand Basin and Location of
Burnstone Project

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| |  27 | Annual Information Form and Form 40-F
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Mineral Rights Holdings

Figure 5 Burnstone
Mineral Rights Ownership

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| |  28  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Southgold
and Great Basin have been actively securing additional land holdings in the
area, and divesting their interest in lands of little geological merit. As a
result, the property now encompasses approximately 30,000 hectares (85,633
acres).

The
project is situated on portions of 32 farms, including portions of 6 farms that
are contiguous over the Area 1 (Rietbult Estates 505 IR, Vlakfontein 556 IR,
Brakfontein 513 IR, Vankolderskop 547 IR, Balfour 557 IR, and Bantoedorp 555 IR)
and Area 2 (Vankolderskop 547 IR, Dagbreek 551 IR, Rietvalei 546 IR, Rustfontein
548 IR, Springfontein 549 IR, Vlakfontein 556 IR, Brakfontein 513 IR, and
Vankolderskop 550 IR) deposits, as shown in Figure 5.

The
right to explore and acquire mineral rights on portions of the farm Doornhoek
577 is optioned to the company by Puma. The option will terminate 14 days after
the last assay in respect with the boreholes on the farm are received by the
company and Puma. To date, these test results have not yet been received. The
company has to pay an option exercise price of US$8 per ounce of the estimated
total gold content on these portions as determined by an independent study. We
believe these farms represent approximately 435,000 of the ounces in the
additional measured and 29,000 of the ounces in the additional indicated
categories at Burnstone, using a 400 cmg/t cut-off.

Any
further surface rights required will be acquired in accordance with South
African mining land tenure regulations should the Burnstone Project proceed to
development.

Property Geology

The
Witwatersrand Basin is underlain by an Archaean (>3.1 Ga [billion years ago])
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 [million years ago]) 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 by within
coarse-grained sediments (conglomerates) deposited in braided stream channels on
broad river plains. Economic gold concentrations commonly extend for several km
down the dip, and for up to 50 km (30 mi) 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.

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 1,500 m (4,920 ft) of
alternating quartz arenite and shale units, unconformably overlies the Archaean
granite-greenstone basement rocks. The overlying Central Rand Group strata are
approximately 900 m (2,950 ft) thick and include the Kimberley Reef horizon,
which is the main gold-bearing unit on the Burnstone Project. The Johannesburg
Subgroup, including the Bird amygdaloidal lava and the Kimberley shale, is about
300 m (985 ft) thick. The Turffontein Subgroup is approximately 600 m (1,970 ft)
thick and is made up of a sequence of quartz arenites and conglomerates that
correlate with the Elsburg Formation.

An
  18-km (11-mi) long northwest-southeast gold trend has been outlined on the Burnstone
  Project that appears to be associated with a large braided channel system extending
  over the property. Drilling has also shown that two northwest-southeast trending
  sub-parallel faults, spaced four kilometres apart, have uplifted the central
  portion of the gold corridor.

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As a result, a substantial portion of the gold-bearing horizon
  along the main deposit trend lies between 250 and 750 m (820-2,640 ft) in depth,
  which is relatively shallow for Witwatersrand gold deposits. The average thickness
  of the reef is 35 cm.

Exploration History

Gold
exploration and development commenced in the South Rand goldfield in 1887 and
several small mines operated there between 1892 and 1962. The activity has
followed improvements in the gold price, except in the late 1960s when a high
uranium price revived interest in the area for potential gold-uranium
production. Exploration drilling in the Burnstone Project area was conducted
intermittently during the period 1974 to 1993, initially by Union Corporation,
and later by Gencor. During this period, six holes were also drilled by
Anglovaal Mining Limited.

Southgold
acquired the Rietbuilt Estates ground in 1999, and then acquired Gold Fields
Burnstone Project and the related Avmin ground in 2000. In 2000, Southgold
acquired a significant number of surrounding properties that were held by
private individuals. Eighteen boreholes were drilled by Southgold between 1999
and July 2002. Prior to August 2002, Southgold commissioned Global Geo Services
(Pty) Ltd to estimate the mineral resources of Area 1 and 2, located in the
north-central part of the property.

In
August 2002, Great Basin commissioned GeoActiv (Pty) Ltd to complete a
geological review of the project and resource estimates for Area 1 and 2, and
Behre Dolbear & Company to review the engineering considerations for the
Burnstone Project. Great Basin acquired the right to purchase Southgold in
November 2002 and commenced a drilling program in January 2003. Great Basin
drilled approximately 65,190 m (214,000 ft) in 101 master holes and deflections
on the property in 2003. Thirty holes were drilled at Area 1 from January-April,
and expenditures met Great Basins initial US$1.5 million commitment. Great
Basins staff and South African consultants compiled new data from drilling with
historic information, and updated the geological model for the Area 1 deposit,
and Behre Dolbear estimated the Area 1 mineral resource in June 2003.

From
July to December 2003, two phases of drilling were done and engineering studies
for underground development of the Area 1 deposit were initiated. Fifteen holes
were drilled in Area 1, 42 holes in Area 2 and 14 holes in Area 3, located
south-east of Area 2. The Area 1 drilling program focused on defining the
location of faults in the deposit. Area 2 drilling was to further define and
delineate the gold deposit so that it could be incorporated into the development
planning underway on Area 1. Drill holes in Area 2 were spaced at 400-1,000 m
(1,310-3,280 ft) over an area of 3.5 km by 3 km (2.2 mi by 1.9 mi). At Area 3,
holes were mainly drilled at 300 m (985 ft) spacing along two fences, 500 m
(1,640 ft) apart.

The
2004 program in Area 1 focused on refining the location of structures, and
decreasing the drill spacing in portions of the deposit The Area 2 deposit was
drilled at a spacing of 350-700 m (985-2,300 ft) over an irregular area of 3 km
(1.9 mi). In June 2004, the Company announced updated resource estimates for
Area 1 and Area 2 based on drilling to April. In Area 1, estimated measured and
indicated resources were 29.2 million tonnes grading 5.73 g/t, containing 5.4
million ounces of gold at a 350 cmg/t cut-off were used as the basis for the
pre-feasibility study for Area 1, completed in November 2004.

From
January 2003 to October 2004, Great Basin drilled 125,000 m (410,100 ft) of NQ
core in 193 drill holes in Areas 1-4.

A
resource estimate was announced in February 2005 that was superseded by an
estimate in December 2005, done in conjunction with the Burnstone Feasibility
Study, further detailed below under Estimates of Mineralization.

Positive
  results were received from a Feasibility Study of Area 1 of the Project in May
  2006. The Study used measured and indicated mineral resources outlined by drilling
  on the Burnstone Project to December 2005 which, at a 400 cmg/t cut-off, are
  29.0 million tonnes grading 7.63 g/t, containing about 7.1 million ounces. Of
  these, 19.8 million tonnes grading 9.22 g/t are measured and 9.2 million tonnes
  grading 4.20 g/t are indicated. These Mineral Resources include the Mineral
  Reserves in the Table below.

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Key parameters and results of the Study on a 100% Project basis are
  tabulated below.

Table 5.Burnstone project  May 2006 feasibility study results

Pre-tax results, Gold Price of US$450/oz,
        100% ownership and 100% equity finance 
        ZAR/US$ exchange rate of ZAR7.00 = US$1.00Proven & Probable Reserves 
        (4 g/t cut-off)
      15.9 million tonnes grading 4.65 g/t**, 
        containing 2.4 million ouncesGold recovery
      95%Annual gold production
      214,000 ounces at
        full productionLife of mine gold production
      2.26 million ouncesMine life
      14 years including 4 years pre-productionFull Employment
      2,000
        peopleCapital Costs
      ZAR (millions)
      US$ (millions)Total
      1,013
      144.5Operating Costs
      ZAR/t milled
      US$/t milledTotal
      256.41
      36.65 (rounded)Cash costs
      ZAR/kg
      US$/ozMine Site Costs
      57,256
      254.42All-in Costs
      72,714
      323.11Pre-tax cash flow
      ZAR (millions)
      US$ (millions)Average annual
      183
      26Life of Mine
      2,006
      287Financial results
      ZAR (millions)
      US$ (millions)Net Present Value (5% discount)
      972.3
      138.9Internal Rate of Return
      18.3%




The
proved and probable reserves have been determined in terms of Canadian
regulations under NI 43-101, which differ from the U.S. Securities and Exchange
Commissions standards for such classification.

Sensitivity
analyses done on several of the key parameters for the Project indicate a robust
financial result for the project, which is more sensitive to changes in exchange
rate and gold price than to changes in capital and operating costs.

Sampling and Analysis update

All
drilling on the project has been in core holes. Highly detailed and informative
drill logs, including down-hole survey records, are available for most historic
holes. The core was sampled by being sawn in half with a diamond saw, and so
half cores are remaining. GeoActiv states that it can confidently be assumed
that the geographic location or the collars of all drill holes were determined
by a qualified land surveyor, using the best equipment available at the time of
surveying. A qualified land surveyor using modern equipment for the SG series
drill holes surveyed collar positions. Down-hole survey records are available
for most historic drill holes and numerous drill hole collars were surveyed by
qualified surveyors.

All historic drill holes within the Project area were drilled vertically from
their collars. Up to six deflections were wedged off these holes in order to
increase the number of reef intercepts for each set-up. For the Gencor holes,
coring commenced at depths where solid core could be obtained, except when
drilling past the top parts of wedges. Most historic holes and the recent
SG-series are BX or BQ size.

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Between
January 2003 and December 2004, Great Basin completed 193 primary boreholes and
611 wedged holes on main gold trend on the property. Drill core was boxed at the
drill and shipped daily to the secure logging facility at Balfour, South Africa.
At Balfour, the drill core was photographed, geologically logged and selectively
sampled. A detailed protocol established by GeoActiv (Pty) Ltd. was used to
ensure sampling of the primary target Kimberley Reef rock cores was done
correctly and the pertinent sampling information recorded for resource analysis
studies. Digital photographs were taken of each box of core and the images
archived on CD-ROM.

Core
recovery is generally very good, averaging 99.7% for the sampled intervals,
97.6% of which have 100% recovery. In addition to this, numerous specific
gravity measurements were taken prior to sampling from marked intervals in the
Kimberley Reef and surrounding wall rocks.

Samples
are shipped to SGS Lakefield Research Africa (Pty) Limited (SGS) of
Johannesburg, South Africa for sample preparation and analysis. SGS analysed
triplicate 50 g samples lead collection fire assay with Atomic Absorption
Spectrometry (AAS) or Gravimetric finish. Silver is analysed by AAS; sulphur by
Leco Furnace; Uranium by X-Ray Diffraction and trace elements by Total Digestion
ICP-OES. Acme Analytical Laboratories Ltd. (Acme) of Vancouver, Canada analyzed
the check samples. Overall, the results are good, lending credence to the
accuracy of the analytical results.

Quality Control

Samples
are placed in bags and sealed with numbered Pull-Tite chain of custody
security seals and stored in a locked and secured Southgold building prior to
deliver to the analytical laboratory. In addition to the regular mainstream
samples, quality control/quality assurance (QAQC) samples were inserted in the
sample stream by GeoActiv at Balfour for preparation and analysis at the
analytical laboratory. Standard reference samples were inserted as pulps, and
blank samples (taken from the overlying drab quartzite) were inserted as half
core splits within the regular sample number sequence. The identities of the
standards and blanks were not revealed to analytical laboratory. Duplicate
samples were selected and shipped to a second laboratory for analysis.

Security of Samples

The
older cores and records are currently stored at the Gold Fields Geological
Centre and core storage facility located at Oberholzer, South Africa, located
immediately north of the town of Carletonville. Materials from the latest
drilling program by Southgold and all drilling by Great Basin are stored in a
facility at Balfour.

Burnstone Optimized Feasibility Study and Phase I
Development

In
May 2006, we announced the results of the Burnstone feasibility study, as a
result of which we moved to the permitting stage, initiated pre-production
activities and secured financing to construct the surface facilities and the
shaft component.

In
June 2007 we announced the results of the Updated and Optimized Feasibility
Study, as described in the Technical Report on the Update and Optimisation of
the May 2006 Feasibility Study for the Burnstone Project, Balfour, Mpumalanga
Province, Republic of South Africa dated June 21 2007 (the Optimized
Feasibility Study), prepared by international mining consultants Behre Dolbear
& Company Ltd., based on a full review of the results of the components of
the Burnstone Feasibility Study by Derek Rance, P.Eng., who is an independent
qualified person as defined by NI 43-101. Individual components of the study
were completed by the following South African consultants, each of which is an
independent qualified person under NI 43-101:

- Geology and mineral resources were reviewed and updated for the Burnstone
  Feasibility Study by Harry Meadon, Pr.Sci.Nat., of HM Exploration CC, and Deon
  van der Heever, Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty)
  Ltd.

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- Mineral reserves, mine planning and design aspects were developed by Turgis
  Consulting (Pty) Ltd., under the supervision of Clive Brown, Pr.Eng, MSAIMM.
- Mill process and plant design work was done by MDM Ferroman, and
  metallurgical testwork by Mintek Laboratories, all under the supervision of
  David Dodd, FSAIMM, of MDM Ferroman.
- Environmental & permitting, tailings, water supply and infrastructure
  studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors,
  under the supervision of Joanna Goeller, Environmental Impact Assessment
  Practitioner, and R.J. Scheurenberg, Pr.Eng.

Since
the initial feasibility report in May 2006, additional surface exploration
drilling and mine planning has taken place. Inclusion of Area 2 for
consideration of mining, and expansion of Area 1 have increased the available
ounces of gold that can be accessed for development and extraction at the
Burnstone Project from 2.4 million ounces to 3.5 million ounces, an increase of
46% (Table 7).

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe following table uses the terms measured resources
      and indicated resources. We advise investors that while these terms are
      recognized and required by Canadian securities regulations (under National
      Instrument 43-101 Standards of Disclosure for Mineral Projects),
      the U.S. Securities and Exchange Commission does not recognize these
      terms. Investors are cautioned not to assume that any part or all of
      mineral deposits in these categories will ever be converted into
      reserves. See Risk Factors.


Table 6. Burnstone Project Measured and Indicated Resources
January 2007 Used for Optimized Feasibility Study

Category
    Cut-off cmg/t
    Tonnes
    Gradeg/t
    Contained Gold
      OzMeasured
    350
    26,221,000
    8.99
    7,582,000400
    21,045,000
    9.69
    6,555,000Indicated
    350
    9,262,000
    4.53
    1,348,000400
    8,245,000
    4.28
    1,135,000Measured &
    350
    35,483,000
    7.83
    8,930,000Indicated
    400
    29,291,000
    8.17
    7,690,000


The
Companys rights to two of the farms (portions of Doornhoek 577 IR), which are
outside of those included in the 2006 Burnstone Feasibility Study, are subject
to an option from Puma as described in Item 4. These farms represent
approximately 435,000 of the ounces in the additional measured and 29,000 of the
ounces in the additional indicated categories at Burnstone, using a 400 cmg/t
cut-off and have been included in the table above.

For
the Optimized Feasibility Study, Area 1 was re-evaluated, the mine design was
improved and proven technology incorporated. This mining region is planned to be
accessed through a single decline for personnel and equipment with a vertical
shaft with a depth of 495 m (1,625 ft) being used for the hoisting of ore and
waste. The Area 2 will be accessed through a twin decline for personnel and
equipment as well as the extraction of ore and waste. The two operations are in
close proximity and will share surface infrastructure, systems and business
services. Under the optimized scenario, the annual production rate is increased
by 19% to 254,000 ounces.

Table 7. Burnstone Gold Project Mineral Reserves at 4 g/t gold
cut-off June 2007

Category
    Tonnes
    Grade g/t
    Contained Gold OzProven
    21,453,000
    4.52
    3,115,000Probable
    2,683,000
    4.19
    361,000Proven &
      Probable
    24,100,000
    4.5
    3,477,000


** The Mineral Reserves are contained
within the Mineral Resources in Table 5 above.

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The
key results from the optimized study, based on a long term gold price of
US$550/oz, an exchange rate of South African Rand (ZAR) 7.50 to the US Dollar
(US$) and a discount rate of 5%, are summarized below:

Table 8. Burnstone Project Optimized Feasibility Study Results 
June 2007

Metallurgical Recovery
    95%Recovered Gold (LoM)
    3.3 million ozAverage Annual Gold Recovery
    254,000 oz during mill lifePre-production period
    4 years to end of 2009Mill start-up (100,000 tonnes per month)
    Jan 2010Mill full production @ 175,000 tonnes per month
    8.5 years to March 2020All-in capital and operating costs
    US$355 per oz ZAR 82,917 per
      kilogramCash mine operating costs
    US$283 per ounce ZAR 66,091
      per kilogramCapital Cost
    US$238 million ZAR 1,787
      millionLife of Mine
    19 years including 4 years
      pre-productionIRR NPV (5%) NPV (10%)
    23.5% US$322 million
      US$156 millionPayback
    42/3 years after mill start-up


At
a gold price of US$650 the NPV of the project at a 5% discount rate increases to
US$519 million and the IRR to 31.97% .

Mine Plan

The
Burnstone Optimized Feasibility Study recommends flexible, mechanized materials
handling and conventional narrow reef underground mining of the Burnstone
deposit, utilizing a combination of a decline and a vertical shaft for access
for Area 1 and a twin decline for Area 2. Development will occur in two phases.
First, a 4.5 -m wide by 4.8 -m high decline will be developed to enable early
access to the ore body for some mining. A 26,000 tonne bulk sample will be
extracted and processed in order to confirm previous metallurgical test work.
Second, a 7.5 -m diameter vertical shaft will be developed and commissioned and
then a twin 4.5 -m wide by 4.8 -m high decline will be developed for Area 2.
During July 2006, construction of the decline commenced, and as at December
2007, the decline had advanced to 1,283.2 m from the portal entrance. At full
production, miners and equipment will use the decline for access and the shaft
for hoisting ore and mine rock to surface. Full employment would entail
approximately 2,000 people. Our test program is being conducted in accordance
with the Minerals Act 50 of 1991 which continues to have application
pursuant to the Minerals and Petroleum Resources Development Act, 2002
(the MPRDA). Although our revised environmental management plans submitted to
the DME have not yet been approved, we believe that all our pre-development work
undertaken to date has been in accordance with the standards prescribed by the
applicable legislation.

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The Burnstone processing plant has been designed with a nominal capacity of
175,000 tonnes per month, and consists of conventional crushing, grinding and
ball milling, followed by gravity separation and carbon-in-leach treatment prior
to gold refining. Expected metallurgical recovery is 95%, with 3.3 million
ounces expected to be recovered over the 19-year mine life.

Exploration Program Progress

The
ongoing exploration program, comprising of infill and step-out drill holes, is
designed to upgrade and expand the mineral resources in Area 1 and Area 2 and
continues to return good results. A new estimate of the mineral resource was
announced in February 2008 (see item 5 Burnstone Property, Recent Exploration
and Information and Estimates of Mineralization).

The
Company is currently advancing the first of a two stage development program
designed to take the Burnstone Project to production. The current program,
involving construction of a decline and taking a bulk sample is underway. To mid
February 2008, the decline had progressed to approximately 1,430 meters from the
portal entrance and trial mining is expected to commence in the second half of
2008.

Estimates of Mineralization

Results
from 15 additional drill holes have been incorporated into the resource model
(database of 245 holes) and new mineral resources estimated, which are tabulated
below. Although the undiluted average grade has decreased by 16% to 6.9 g/t,
total contained gold in the measured and indicated resources has increased by
41% to approximately 11 million ounces. At the cut-off grade of 400 cmg/t gold
(the equivalent of 4 g/t over 1 meter) highlighted below, 3.2 million ounces of
gold have been added to the total measured and indicated resources (an increase
of 41%) and approximately 2.0 million ounces have been added to the inferred
resources (an increase of 486%).

The
estimates were done using a geostatistical method by Deon van den Heever,
Pr.Sci.Nat., of Geologix Mineral Resource Consultants (Pty) Ltd., an independent
Qualified Person as defined by Canadian Securities Regulations in National
Instrument 43-101.

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe following table uses the terms measured resources
      and indicated resources. We advise investors that while these terms are
      recognized and required by Canadian securities regulations (under National
      Instrument 43-101 Standards of Disclosure for Mineral Projects),
      the U.S. Securities and Exchange Commission does not recognize these
      terms. Investors are cautioned not to assume that any part or all of
      mineral deposits in these categories will ever be converted into
      reserves. See Risk Factors.


Table 9. Burnstone Measured and Indicated Mineral Resources,
January 2008

Category
    Cut-off cmg/t
    Tonnes
    Grade g/t
    Contained Gold2
      OzMeasured
    350
    39,000,000
    7.56
    9,474,000400
    33,800,000
    7.80
    8,484,000Indicated
    350
    15,700,000
    4.95
    2,503,000400
    15,100,000
    4.89
    2,372,000Measured +
      Indicated
    350
    54,700,000
    6.81
    11,977,200400
    48,900,000
    6.90
    10,856,000


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Cautionary Note to Investors Concerning Estimates of
      Inferred ResourcesThis section uses the term inferred resources. We
      advise 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 great uncertainty 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. Mineral resources that are not mineral
      reserves do not have demonstrated economic viability. None of the
      following mineralization has been demonstrated to be ore nor is considered
      to be a mineral reserve. Investors are cautioned not to assume that any
      part or all of an inferred resource exists, or is economically or
      legally mineable. See Risk Factors.


Table 10. Burnstone Project, Inferred Mineral Resources, January
2008

Category
    Cut-off cmg/t
    Tonnes
    Grade g/t
    Contained
      Gold2 OzInferred
    350
    18,600,000
    4.42
    2,642,000400
    17,000,000
    4.37
    2,394,000


Notes to
tables:(1) Mineral resources that are not mineral reserves do not
have demonstrated economic viability. (2) Metallurgical recoveries are
assumed to be 100%.

As the exploration program is continuing, further updates will
be forthcoming.

Significant plant acquisition

During
the year ended December 31, 2007 the Company acquired a second-hand
metallurgical plant from Morobe Consolidated Goldfields Ltd for a total
consideration of US$5,600,000.

The plant was purchased by Southgold Exploration, and will be constructed on the
Burnstone Property and be utilized by the Burnstone operations. Shipment of the
plant commenced under the supervision of a third party contractor and the first
dispatch arrived in South Africa on November 27, 2007. The containers were
transported to and are currently on the Burnstone Property. The second dispatch
is currently underway to South Africa and is expected at the Durban port by the
end of April 2008. Components will have to undergo refurbishment before
construction of the plant. Construction is expected to be completed by third
quarter of 2009, commissioning during the fourth quarter of 2009 and the plant
to be put into operation at the latest January 2010.

Plans for 2008

- At Burnstone the Company plans to develop the decline to the position where
  the first reef drive will be established to commence with the 26,000 tonne
  bulk sample in the second part of the year.
- In addition, while the development of the decline is expected to continue
  to shaft position, the shaft sinking contractor will continue with site
  establishment with the objective of sinking the shaft down to 501 m below
  surface.
- The Company also plan to commence with the refurbishment of the
  metallurgical plant which was purchased in 2007.
- Exploration will continue at Burnstone, the focus being Area 4 which is
  adjacent to Area 1. The plan is to increase the resource of the Burnstone
  Project area.

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**ITEM 6.       
  RISK FACTORS**

An
investment in our securities is highly speculative and subject to a number of
risks. A prospective purchaser of our securities should carefully consider the
information described in this AIF.

******      
***General Mining Risks***

There is no assurance that our mineral resources will ever
be classified as reserves under the disclosure standards of the Securities and
Exchange Commission.

The
mineralized material at our properties 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 no part of any of our
properties mineralization is yet considered to be a reserve under United States
mining standards, as all necessary mining permits would be required to be on
hand on issuance imminent in order to classify the projects mineralized
material as an economically exploitable reserve.

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 studies which outlines mineral reserves at
both Burnstone and Hollister properties. 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.

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 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.

The
significant risks of mineral exploration to which we are subject include risks
relating to exploratory drilling. Due to the worldwide upturn in the mineral
exploration industry, it has become more difficult for companies exploring for
minerals to secure drilling rigs and drilling personnel on a timely basis. In
addition, costs relating to exploratory drilling are currently rising. We may
not be able secure drilling contractors, rigs and personnel during our desired
time periods and at our expected costs.

Our properties have not produced any commercial ore.

Ourmineral projects, including the Hollister Property and the Burnstone Project,
  are in the exploration and development stages and we have a feasibility studies
  that outlines mineral reserves at both the Hollister Project and the Burnstone
  Project under NI 43-101 standards. Although we believe that the available exploration
  data is encouraging regarding these properties, there can be no assurance that
  a commercially mineable ore body exists or is extractable on any of ourproperties.
  There is no certainty that any expenditure made in the exploration of ourmineral properties will result in the discovery or extraction of commercially
  recoverable quantities of ore.

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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 (for the Burnstone and Hollister
projects), which is affected by numerous factors beyond ourcontrol.
Factors tending to put downward pressure on the price of gold include:

- Sales or leasing of gold by governments and central banks;
- a weak US dollar of late may strengthen at some point;
- Global or regional recession or reduced economic activity;
- Speculative trading; and
- Decreased demand for industrial uses, use in jewellery or investment as
  gold prices rise.

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 may 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. Ourmineral interests consist of mineral claims, 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 are not able to obtain insurance for many of the risks
that we face.

In
the course of exploration, development and production of mineral properties,
several risks and, in particular, unexpected or unusual geological or operating
conditions, may occur. It is not always possible to fully insure against such
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 oursecurities.

We
arenot insured against environmental risks. Insurance against
environmental risks (including potential liability for pollution or other
hazards as a result of the disposal of waste products resulting from exploration
and production) has not been 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 ouravailable 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,
wemight be required to enter into interim compliance measures pending
completion of the required remedy.

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Risks More Specifically Relating to the Hollister
Property

Investors should not place undue reliance on the Hollister
Feasibility Study

The
Hollister Feasibility Study prepared on the HDB was prepared to quantify the
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 Hollister Project. The mineralized material at the Hollister
Project is currently classified as a measured and indicated resource as well as
proven and probable reserve under NI 43-101. Although final feasibility work has
been done to confirm the mine design, mining methods and processing methods
proposed in the Feasibility Study, construction and operation of the mine and
processing facilities depend on securing environmental and other permits 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, final costs could be materially
different from those contained in the Feasibility Study. There can be no
assurance that 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
Feasibility Study assumes specified, long-term price levels for gold of
US$550/oz. The price of this metal has historically been 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
remain at current levels or that it will not decline below the prices assumed in
the Feasibility Study. Prices for gold have been below the price ranges assumed
in Feasibility Study at times during the past ten years, and for extended
periods of time. The project will require major financing, probably a
combination of debt and equity financing. There can be no assurance that debt
and/or equity financing will be available on acceptable terms.

Other
general risks include those typical of 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.

Permit restriction on production

At
Hollister, production is expected to commence during the second quarter of 2008.
The permitted production of the Hollister Project is currently limited to
120,000tons over a period of five years in accordance with current permitting
received. In 2008, the Company expects to produce 80,000oz gold equivalent from
approximately 55,000 tons of ore at the Hollister Project.

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

The
Companys activities at Hollister are subject to extensive federal, provincial,
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, state or provincial 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, results of operations or financial condition.

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| |  39  | Annual Information Form and Form 40-F
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Changes in mining legislation could adversely affect our
operations.

The
Bumpers-Rahall Bill that aims to overhaul the General Mining Law of 1872 is
currently being considered by the US Legislature. This Bill encourages
development of hardrock minerals on public lands. They indicated that the Bush
Administration would consider a royalty on hardrock mining on public lands.
Should the Bill be enacted into law the royalty provisions, whether should be
gross or net profits, could adversely affect continued mineral production at
Hollister.

Risks More Specifically Relating to South Africa and the
Burnstone Project

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.

We are subject to exchange control regulations that may
affect our ability to borrow funds and guarantee obligations of our subsidiary.

South
African law provides for exchange control regulations which restrict the export
of capital by residents from the common monetary area, which includes South
Africa. These regulations apply to transactions involving South African
residents, including both natural persons and legal entities. These regulations
also affect ourability to borrow funds from non-South African sources
for use in South Africa and to repay these borrowings from South Africa and, in
some cases, ourability to guarantee the obligations of any subsidiaries,
which may be formed by usfrom time to time, with regard to these
borrowings. Although the government has expressed an intention to gradually
relax exchange control regulations with a view to ultimately doing away with
exchange controls, there is no certainty that exchange control regulations will
be reduced or eliminated.

Investors should not place undue reliance on the Burnstone
Feasibility Study

The
Burnstone Feasibility Study prepared on the Burnstone Project was prepared to
quantify the Burnstone 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 Burnstone Project. The mineralized material at the Burnstone
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 Burnstone
Projects mineralization is yet considered to be a reserve under US Securities
and Exchange Commission standards, as all necessary mining permits would be
required to be in hand on issuance imminent in order to classify the projects
mineralized material as an economically exploitable reserve under such
standards.

Although
final feasibility work has been done to confirm the mine design, mining methods
and processing methods proposed in the Feasibility Study, construction and
operation of the mine and processing facilities depend on securing environmental
and other permits 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, final
costs could be materially different from those contained in the Feasibility
Study. There can be no assurance that 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.

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| |  40 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Although
the Company has not yet been allocated a mining right at the Burnstone Project,
the Company submitted its application for the Mining Rights over the Burnstone
Project in September 2007 to the Department of Minerals and Energy (DME). The
DME has acknowledged receipt of the application and has commenced with the
processing thereof. The processing and granting of an application for a mining
right by the DME takes approximately 12 months to complete.

The
Feasibility Study assumes specified, long-term price levels for gold of
US$550/oz. The price of this metal has historically been 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
remain at current levels or that it will not decline below the prices assumed in
the Feasibility Study. Prices for gold have been below the price ranges assumed
in Feasibility Study at times during the past ten years, and for extended
periods of time. The project will require major financing, probably a
combination of debt and equity financing. There can be no assurance that debt
and/or equity financing will be available on acceptable terms.

Other
general risks include those typical of 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. The economics of the
Burnstone Project 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.

Changes in mining legislation could adversely affect our
operations.

Our
business could be adversely affected by changes in government regulations
relating to exploration, mining and the environment. In South Africa, in order
to maintain security of tenure of our mineral properties, we will be 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 black economic empowerment criteria. These include
factors such as ownership, employment equity, human resources development and
procurement policy.

Receipt and retention of prospecting and mining rights
cannot be guaranteed.

In
South Africa, although we have successfully converted most of our old
prospecting rights to new order prospecting rights and have the exclusive right
to apply for new order mining rights, there is no certainty that such rights
will be granted. In addition, new order prospecting or mining rights may be
suspended or cancelled where the DME, 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.

Non-compliance with black economic empowerment initiatives
could affect our ability to 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. Non-compliance with the provisions of the Mining Charter could lead
  to loss of mining and related rights.

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| |  41 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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
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 ten years from the effective date of the MPRDA. The Mining
Charter further specifies that the mining industry is required to assist HDSAs
in securing financing to fund their equity participation up to an amount of
ZAR100 billion within the first five years after the implementation of the
MPRDA. Beyond this ZAR100 billion commitment, the Mining Charter requires that
participation of HDSAs should be increased towards the 26% target on a willing
buyer  willing seller basis. The sale of such equity or ownership to HDSAs will
dilute common shareholders interest in us or the Burnstone Project.

We
cannot be certain that we will continue to be in compliance with the BEE
requirements, which theoretically can be changed by legislative acts of the
South African government at any time. Other future events or circumstances could
result in our non-compliance if, as possible examples, our BEE partner disposes
of a sufficient number of the approximately 19.94 million of our shares
purchased by it , or if our BEE partner is diluted out of or otherwise loses its
interest in such shares or in any interest it may acquire in our Southgold
subsidiary.

In
addition, mineral rights to 6% of the measured and indicated mineral resources
are held by Puma and have been optioned to us. The option granted by Puma is
currently valid. We will need to exercise the option in order to secure rights
in these farms in the long term.

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 s.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 DME, 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.

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| |  42 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Under
the National Water Act, 1998, the owner of land, controller or occupier 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 and Forestry 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.

Foreign investments and operations in South Africa are
subject to risks including higher HIV/AIDS rates than those prevailing in North
American and European jurisdictions.

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.

The impact of the South African Royalty Bill is not
presently known.

In
2003, the South African government presented the South African Parliament with
the Mineral and Petroleum Royalty Bill, which proposed a royalty payable to the
South African government for gold production at a rate of 3% of revenues from
the sale of gold. In September, 2006, the South African government issued a
proposal to alter the proposed royalty rates to 1.5% for refined gold. The
legislation has not yet been passed but is scheduled to become effective in
2009. It is currently not certain what the Act of Parliament resulting from the
Mineral and Petroleum Royalty Bill will contain and what the effect of any
resulting legislation will be.

Due to this uncertainty, we are unable to definitively assess the impact on our
future operations. We may be adversely affected, as increased royalty fees may
reduce the viability of our projects.

Actual infrastructure costs may increase from those reported
in the Burnstone feasibility study.

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 Burnstone feasibility study. 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.

We may be unable to obtain adequate financing on acceptable
terms.

The
Burnstone Project will require major additional financing, most likely through a
combination of debt and equity financing. Although interest rates are at
historically low levels, there can be no assurance that debt and/or equity
financing will be available on acceptable terms.

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| |  43  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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. The South African Rand has historically
devalued against the United States dollar. 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

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

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.

We have a limited history of earnings.

We
and our predecessor companies have an 18-year history of losses, and there can
be no assurance that wewill ever be profitable. We anticipate that we
will retain future earnings and other cash resources for the future operation
and development of ourbusiness. We havenot 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 ouroperating
results, financial condition and anticipated cash needs. As stated above we have
generated revenue in 2007 by way of processing ore that was mined whilst
drifting on reef during development. The total revenue for 2007 was US$
2,743,960.

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

We
may issue additional common shares in the future pursuant to a number of
existing agreements, in particular the February 4, 2008 agreement to acquire the
balance of Rusaf Gold Ltd. for 3% of our outstanding shares with a commitment to
issue further shares contingent on exploration success on Rusaf properties over
the next three years.

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| |  44 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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.

Non-Canadian
residents holding our common shares should be aware that we follow the corporate
governance requirements of applicable Canadian corporate and securities laws
which may differ from corporate governance requirements under laws applicable in
their place of residence. Accordingly, we do not comply with AMEX corporate
governance requirements under an exemption in the AMEX rules that permits us to
follow Canadian governance requirements except for the US requirements relating
to the independence of the Audit Committee.

We believe that we are a PFIC for U.S. federal income tax
purposes.

We
believe that we are a passive foreign investment company (a PFIC), for U.S.
federal income tax purposes. This could result in material adverse U.S. federal
income tax consequences for you if you are a U.S. holder, including having gains
realized on the sale of our common shares and warrants treated as ordinary
income rather than as capital gains, and having potentially punitive interest
charges apply to those gains as well as certain other distributions by us.
Further, certain non-corporate U.S. holders will not be eligible for the
preferential tax rates on dividends paid by us.

We
urge you to consult your tax advisor with respect to the U.S. federal, state,
local and non-U.S. tax consequences of the acquisition, ownership, and
disposition of common shares and the exercise, disposition, and lapse of
warrants, as may apply to your particular circumstances.

Risks Relating to Financial Matters

We may need to raise additional financing in the future to
fund our exploration and development program.

Further
exploration, development and construction of our mineral resource projects in
Nevada, USA and South Africa will require additional capital. In addition, a
positive production decision on either of our current exploration and
development projects would require significant capital for project engineering
and construction. Accordingly, the continuing development of our properties will
depend upon our ability to obtain financing through the equity financing, joint
venturing of projects, debt financing or other means. There is no assurance that
we will be successful in obtaining the required financing on terms acceptable to
us, if at all.

Risks Relating to our Business and Operations

Regulatory requirements significantly affect our mining
operations and may have a material adverse impact on our future cash flow,
results of operations and financial condition.

Mining
operations, development and exploration activities are subject to extensive laws
and regulations governing prospecting, development, production, exports, taxes,
labour standards, occupational health, waste disposal, environmental protection
and remediation, protection of endangered and protected species, mine safety,
toxic substances and other matters. Mining is subject to potential risks and
liabilities associated with pollution of the environment and the disposal of
waste products occurring as a result of mineral exploration and production. The
costs of discovering, evaluating, planning, designing, developing, constructing,
operating and closing mines and other facilities in compliance with such laws
and regulations are significant.

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| |  45 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Failure
to comply with applicable laws and regulations, may result in enforcement
actions thereunder, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations.

New
laws and regulations, amendments to existing laws and regulations,
administrative interpretation of existing laws and regulations, or more
stringent enforcement of existing laws and regulations, could have a material
adverse impact on our future cash flow, results of operations and financial
condition.

We can not provide any assurances that we will be issued the
necessary exploration and mining permits and licenses, or if issued that they
will be renewed or that we can comply with the conditions imposed.

Mineral
resources are typically owned by their respective governments, and mineral
exploration and mining activities may only be conducted by entities that have
obtained or renewed exploration or mining permits and licenses in accordance
with the relevant mining laws and regulations. No guarantee can be given that
the necessary exploration and mining permits and licenses will be issued to us
or, if they are issued, that they will be renewed, or that we will be in a
position to comply with all conditions that are imposed.

Nearly
all mining projects require government approval. There can be no certainty that
these approvals will be granted to us in a timely manner, or at all.

Exploration and development projects are uncertain and
consequently it is possible that actual cash operating costs and economic return
will differ significantly for those estimated for a project prior to production.

Mineral
resource exploration and development is a highly speculative business,
characterized by a number of significant risks including, among other things,
unprofitable efforts resulting not only from the failure to discover mineral
deposits but also from finding mineral deposits that, though present, are
insufficient in quantity and quality to return a profit from production.

Development
projects are subject to the completion of successful feasibility studies and
environmental assessments, issuance of necessary governmental permits and
receipt of adequate financing. They typically require a number of years and
significant expenditures during the development phase before production is
possible. The economic feasibility of development projects is based on many
factors such as:

- estimation of reserves;
- anticipated metallurgical recoveries;
- environmental considerations and permitting;
- future gold prices; and
- anticipated capital and operating costs.

Our projects have no operating history upon which to base
estimates of future cash operating costs.

Estimates
  of mineral resources and reserves and cash operating costs are, to a large extent,
  based upon the interpretation of geologic data obtained from drill holes and
  other sampling techniques, and feasibility studies which derive estimates of
  cash operating costs based upon anticipated tonnage and grades of ore to be
  mined and processed, the configuration of the ore body, expected recovery rates
  of metals from the ore, estimated operating costs, anticipated climatic conditions
  and other factors. As a result, it is possible that actual cash operating costs
  and economic returns will differ significantly from those currently estimated
  for a project prior to production.

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| |  46 | Annual Information Form and Form 40-F
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Any
of the following events, among others, could affect the profitability or
economic feasibility of a project:

- unanticipated changes in grade and tonnage of ore to be mined and
  processed;
- unanticipated adverse geotechnical conditions;
- incorrect data on which engineering assumptions are made;
- costs of constructing and operating a mine in a specific environment;
- availability and costs of processing and refining facilities;
- availability of economic sources of power;
- adequacy of water supply;
- adequate access to the site, including competing land uses (such as
  agriculture);
- unanticipated transportation costs;
- government regulations (including regulations regarding prices, royalties,
  duties, taxes, permitting, restrictions on production, quotas on exportation
  of minerals, as well as the costs of protection of the environment and
  agricultural lands);
- title claims, including aboriginal land claims;
- fluctuations in prices of precious metals; and
- accidents, labour actions and force majeure events.

It
is not unusual in new mining operations to experience unexpected problems during
the start-up phase, and delays often can occur in the commencement of
production.

We cannot provide assurance that we have been or will be at
all time in complete compliance with environmental, health and safety laws or
that the cost of complying with current and future environmental, health and
safety laws will not materially adversely affect our future cash flow, results
of operations and financial condition.

Our
activities are subject to extensive federal, provincial, state and local laws
and regulations governing environmental protection and employee health and
safety. We must obtain governmental permits and provide associated financial
assurance to carry on certain activities. We are also subject to various
reclamation-related conditions imposed under federal, state or provincial air,
water quality and mine reclamation rules and permits.

Failure
to comply with applicable environmental, health and safety laws can result in
injunctions, damages, suspension or revocation of permits and imposition of
penalties. There can be no assurance that we have been or will be at all time in
complete compliance with such laws or permits or that the costs of complying
with current and future environmental, health and safety laws and permits will
not materially adversely affect our future cash flow, results of operations and
financial condition.

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| |  47 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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 it
considers acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We are subject to litigation risks.

All
industries, including the mining industry, are subject to legal claims, with and
without merit. We have in the past and may from time to time be involved in
various routine legal proceedings although no such proceedings are currently
ongoing. While we believe it is unlikely that the final outcome of these legal
proceedings will have a material adverse effect on our financial position or
results of operation, defence and settlement costs can be substantial, even with
respect to claims that have no merit.

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 retraining skilled
and experienced personnel.

If any of the foregoing events, or other risk factor events
as described herein occur, our business, financial condition or results of
operations could likely suffer. In that event, the market price of our
securities could decline and investors could lose all or part of their
investment.

**ITEM 7.       
  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 8.       
  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 203,395,902 common shares without
par value were issued and outstanding as fully paid and non-assessable as of
December 31, 2007 as well as 31,433,202 share purchase warrants outstanding at
that date. As of March 28, 2008, there were 204,508,931 common shares issued and
outstanding as fully paid and non-assessable and 31,053,173 share purchase
warrants. The accompanying audited consolidated financial statements provide
details of all share issuances affected by Great Basin since December 31, 2005.

On
  April 19, 2007, the Company completed an offering of 57,500,000 units at a price
  of $2.60 per unit for gross proceeds of $149,500,000. Each unit consisted of
  one common share and one-half of a common share purchase warrant of the company.
  The common shares and warrants comprising the units separated immediately upon
  the closing of the transaction.

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| |  48 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Each
whole purchase warrant entitles the holder thereof to purchase one common share
of the company at a price of $3.50 per share until April 20, 2009. The
28,750,000 warrants have been recorded with an estimated fair value of
$16,210,226 (using expected volatility of 56.9%, risk free interest rate of 4%,
dividends of nil, a share price of $2.48 and remaining life of approximately 2
years).

The
Company paid the underwriters a commission of $9,870,000 and incurred other
share issue costs of approximately $1,991,905 for net proceeds of $137,638,095
of which $121,427,869 has been recorded as share capital and $16,210,226 as
warrants.

The
Company completed the financing of the agreement to purchase Heclas 50% earn-in
rights and certain tangible assets in the HDB with the issuance of 7,930,214
common shares on April 19, 2007. The shares have been valued at their quoted
price of $2.48 per share on the date of issuance.

On
October 1, 2007 Tranter Burnstone (Proprietary) Limited ("Tranter Burnstone"), a
subsidiary of Tranter Gold (Proprietary) Limited (Tranter Gold), subscribed for
812 new ordinary shares in Southgold Exploration (Proprietary) Limited
("Southgold"), a wholly-owned subsidiary of the Company, for a purchase
consideration of R260 million ($38 million) in cash, which, following the issue
of allotment of the new Southgold shares, constituted 26% of the entire issued
share capital of Southgold.

Following
the implementation of the Southgold subscription, the Company purchased the new
Southgold shares from Tranter Burnstone in exchange for the issue of 19,938,650
common shares in Great Basin Gold to Tranter Burnstone.

As
of March 28, 2008, there are 13,145,171 options and 31,053,173 warrants
outstanding to purchase common shares. The options have an average exercise
price of $2.49. 28,750,000 of the warrants have an exercise price of $3.50,
618,861 warrants have an exercise price of US$1.80 (ZAR12.90) and 1,684,312 have
an exercise price of $3.00 (ZAR21.78) .

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 9.       
  MARKET FOR SECURITIES******

The
following table shows the progression in high and low trading prices of the
common shares of Great Basin on the TSX and AMEX for the periods listed. TSX and
AMEX are our primary markets although we listed our common shares on the JSE in
2006.

|                     | TSX:GBG.TO | JSE:
      GBG | AMEX:
      GBN
|-------------------- | ---------- | -------------- | ---------------
|                     | High       | Low            | Volume         
|                     | Canadian   |                | South African  
|                     | Dollars    |                | Rand           
|Last fourteen months |            |                |                
|February 2008        | $3.39      | $2.78          | 566 731        
|January 2008         | $3.40      | $2.93          | 829 777        

---

| |  49 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

|               | TSX:GBG.TO | JSE:
      GBG | AMEX:
      GBN
|-------------- | ---------- | -------------- | ---------------
|               | High       | Low            | Volume         
|               | Canadian   |                | South African  
|               | Dollars    |                | Rand           
|December 2007  | $3.10      | $2.53          | 555 569        
|November 2007  | $3.37      | $2.80          | 349 969        
|October 2007   | $3.45      | $2.90          | 876 808        
|September 2007 | $3.01      | $2.36          | 791 128        
|August 2007    | $2.91      | $2.01          | 629 229        
|July 2007      | $3.24      | $2.78          | 424 826        
|June 2007      | $2.88      | $2.45          | 482 806        
|May 2007       | $2.82      | $2.48          | 776 564        
|April 2007     | $2.75      | $2.28          | 1 200 497      
|March 2007     | $2.55      | $2.26          | 187 742        
|February 2007  | $2.64      | $2.14          | 162 943        
|January 2007   | $2.20      | $1.88          | 79 429         

|By fiscal quarter                      |       |       |         |        |        |         |       |       |        
|-------------------------------------- | ----- | ----- | ------- | ------ | ------ | ------- | ----- | ----- | -------
|Quarter ended December 31, 2007        | $3.45 | $2.53 | 595 951 | R24.00 | R18.00 | 153 665 | $3.62 | $2.25 | 572 191
|Quarter ended September 30,
      2007 | $3.24 | $2.01 | 609 610 | R21.75 | R14.08 | 94 919  | $3.13 | $1.89 | 489 589
|Quarter ended June 30, 2007            | $2.88 | $2.28 | 813 226 | R19.00 | R14.00 | 103 179 | $2.70 | $1.96 | 378 440
|Quarter ended March 31, 2007           | $2.64 | $1.88 | 142 760 | R16.00 | R10.90 | 64 011  | $2.27 | $1.60 | 299 895
|Quarter ended December 31, 2006        | $2.28 | $1.46 | 119985  | R15.40 | R11.82 | 45 774  | $2.03 | $1.30 | 258 389
|Quarter ended September 30,
      2006 | $2.07 | $1.45 | 102 487 | n/a    | n/a    | n/a     | $1.84 | $1.27 | 188 173
|Quarter ended June 30, 2006            | $2.70 | $1.69 | 213 720 | n/a    | n/a    | n/a     | $2.44 | $1.51 | 347 630
|Quarter ended March 31, 2006           | $2.60 | $1.77 | 156 451 | n/a    | n/a    | n/a     | $2.21 | $1.54 | 303 074
|Quarter ended December 31, 2005        | $1.80 | $1.01 | 119 740 | n/a    | n/a    | n/a     | $1.56 | $0.86 | 223 084
|Quarter ended September 30,
      2005 | $1.28 | $0.99 | 51 111  | n/a    | n/a    | n/a     | $1.03 | $0.83 | 131 364
|Quarter ended June 30, 2005            | $1.38 | $1.01 | 35 426  | n/a    | n/a    | n/a     | $1.13 | $0.79 | 122 127
|Quarter ended March 31, 2005           | $1.55 | $1.33 | 72 520  | n/a    | n/a    | n/a     | $1.30 | $1.11 | 174 252

|By fiscal year               |       |       |         |        |        |         |       |       |        
|---------------------------- | ----- | ----- | ------- | ------ | ------ | ------- | ----- | ----- | -------
|Year ended December 31, 2007 | $3.45 | $1.88 | 538 534 | R24.00 | R10.90 | 103 950 | $3.62 | $1.60 | 436 652
|Year ended December 31, 2006 | $2.70 | $1.45 | 148 488 | R15.40 | R11.82 | 45 774  | $2.44 | $1.27 | 274 202
|Year ended December 31, 2005 | $1.80 | $0.99 | 69 151  | n/a    | n/a    | n/a     | $1.56 | $0.79 | 162 330
|Year ended December 31, 2004 | $3.70 | $1.41 | 85 947  | n/a    | n/a    | n/a     | $2.90 | $1.09 | 262 252
|Year ended December 31, 2003 | $3.90 | $1.13 | 160 834 | n/a    | n/a    | n/a     | $3.00 | $0.83 | 254 493
|Year ended December 31, 2002 | $2.30 | $0.82 | 45 144  | n/a    | n/a    | n/a     | $1.52 | $0.52 | 81 664 

Source: Bloomberg

**ITEM 10.       
  ESCROWED SECURITIES******

There are no shares of Great Basin held in escrow.

---

| |  50 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

**ITEM 11.       
  DIRECTORS AND OFFICERS**

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

|Name, position in the Company and province
      or                                                              | **Period(s) a director of** | 
|---------------------------------------------------------------------------------------------------------------- | --------------------------- | 
|state, and country of residence                                                                                  | the
      Company           | 
|                                                                                                                 |                             | 
|Patrick R. Cooke Director
      Johannesburg, South Africa                                                       | Since May 2006              | 
|                                                                                                                 |                             | 
|David J. Copeland
      Director Vancouver, British Columbia, Canada                                             | Since February 1994         | 
|                                                                                                                 |                             | 
|T. Barry Coughlan
      Director Vancouver, British Columbia, Canada                                             | Since February 1998         | 
|                                                                                                                 |                             | 
|Ferdinand Dippenaar
      President, Chief Executive Officer and Director Bryanston,
      Gauteng, South Africa | Since December 2005         | 
|                                                                                                                 |                             | 
|David M.S. Elliott
      Director Vancouver, British Columbia, Canada                                            | Since July 2004             | 
|                                                                                                                 |                             | 
|H. Wayne Kirk Director
      San Rafael, California, USA                                                         | Since July 2004             | 
|                                                                                                                 |                             | 
|Sipho A. Nkosi Director
      Sandton, Gauteng, South Africa                                                     | Since August 2003           | 
|                                                                                                                 |                             | 
|Walter T. Segsworth
      Director North Vancouver, British Columbia, Canada                                     | Since January 2003          | 
|                                                                                                                 |                             | 
|Ronald W. Thiessen
      Chairman of the Board and Director West Vancouver, British
      Columbia, Canada       | Since October 1993          | 

At
the annual general meeting held on June 19, 2007, directors listed above 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 23, 2008. Based on
insider reports filed on www.sedi.ca, as at
March 28, 2008, the above directors and officers beneficially owned, directly or
indirectly, or exercised control or direction over 1,615,383 common shares of
the Company (0.79%), or 6,037,717 common shares on a fully diluted basis (2.95%)
..

---

| |  51 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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

|Committee                                     | Membership               
|--------------------------------------------- | -------------------------
|                                              | David M.S.
      Elliott 
|Audit Committee                               | H. Wayne Kirk            
|                                              | Walter T.
      Segsworth
|                                              | Patrick R. Cooke         
|                                              |                          
|                                              | T. Barry Coughlan        
|Compensation Committee                        | David M.S.
      Elliott 
|                                              | Patrick R. Cooke         
|                                              | Sipho A. Nkosi           
|                                              |                          
|                                              | T. Barry Coughlan        
|Nominating and Corporate Governance Committee | Patrick R. Cooke         
|                                              | H. Wayne Kirk            
|                                              | Sipho A. Nkosi           

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 26, 2006 and on the Companys
website at www.grtbasin.com.

The following biographies have been provided by the individual directors.

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

PATRICK 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 has been 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 information technology, fast moving
consumer goods, financial services and professional services companies.

Mr. Cooke has been involved with the Pangea Group initially as
a consultant on the Burnstone Project and the vending of that project to the
Company and has recently joined the Pangea Group as Financial Director.

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 Diamond Fields PLC (1)
    Director
    August
      2006
    PresentGreat Basin Gold Ltd.
    Director
    April
      2006
    Present


---

| |  52 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Note:

(1) London Stock Exchange.

DAVID COPELAND, P.Eng.  Director

David Copeland is a geological engineer who graduated in
economic geology from the University of British Columbia. With over 30 years of
experience, Mr. Copeland has undertaken assignments in a variety of capacities
in mine exploration, discovery and development throughout the South Pacific,
Africa, South America and North America. His principal occupation is President
and Director of CEC Engineering Ltd., a consulting engineering firm that directs
and co-ordinates advanced technical programs for exploration on behalf of the
Company and other companies for which Hunter Dickinson Inc., a private company
with certain directors in common with the Company, provides consulting services.
He is also a director of Hunter Dickinson Inc.

Mr. Copeland 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
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentAnooraq Resources Corporation
    Director
    September 1996
    September 2004Casamiro Resource Corp.
    Director
    February 1995
    August
      2002Continental Minerals Corporation
    Director
    November 1995
    PresentFarallon Resources Ltd.
    Director
    December 1995
    PresentGreat Basin Gold Ltd.
    Director
    February 1994
    PresentNorthern Dynasty Minerals Ltd.
    Director
    June
      1996
    PresentTaseko Mines Limited
    Director
    January 1994
    Present


BARRY COUGHLAN, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
over the past 23 years has been involved in the financing of publicly traded
companies. His principal occupation is President and Director of TBC Investments
Ltd., a private investment company.

Mr. Coughlan 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
    ToContinental Minerals Corporation
    Director
    May
      2006
    PresentFarallon Resources Ltd.
    Director
    March
      1998
    PresentGreat Basin Gold Ltd.
    Director
    February 1998
    PresentIcon
      Industries Ltd.
    President, CEO and Director
    September 1991
    PresentQuartz Mountain Resources Ltd.
    Director
    January 2005
    Present


---

| |  53  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Company
    Positions Held
    From
    ToTaseko Mines Limited
    Director
    February 2001
    PresentTri-Gold Resources Corp. (formerly Tri-Alpha
      Investments Ltd.)
    President and Director
    June 1986
    PresentAMS
      Homecare Inc.
    Director
    November 2001
    November 2004Casamiro Resource Corp
    Director
    February 1995
    August
      2002


FERDINAND DIPPENAAR, B.Comm, B.Proc, MBA  President and 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 service delivery departments, corporate affairs and the
companys investor relations. Most recently he was the Executive Director of
Marketing for Harmony.

Mr. Dippenaar was appointed Director, President and CEO of
Great Basin Gold Ltd. in December 2005.

Mr. Dippenaar 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
    ToKryso Resources Inc(1)
    Director
    April
      2007
    PresentGreat Basin Gold Ltd.
    Director, President and Chief Executive
      Officer
    December 2005
    PresentHarmony Gold Mining Co. Ltd. (2)
    Executive Director
    1997
    November 2005


Notes:

|(1) | London Stock Exchange. (AIM)         
|--- | -------------------------------------
|(2) | Johannesburg Securities Exchange
Ltd.

DAVID ELLIOTT, B.Comm., ICD.D, F

David Elliott graduated from the University of British Columbia
  with a Bachelor of Commerce degree and then acquired a Chartered Accountant
  designation with KPMG LLP. In 2006, he became a certified director with the
  Institute of Corporate Directors. Mr. Elliott joined BC Sugar Company in 1976,
  working in a number of senior positions before becoming President and Chief
  Operating Officer of the operating subsidiary, Rogers Sugar. In 1997, he joined
  Lantic Sugar in Toronto as Executive Vice President. He also served as Chairman
  of the Canadian Sugar Institute. He became President and Chief Operating Officer
  of the International Group based in St Louis, Missouri in 1999, a company involved
  with food distribution as well as manufacturing and distribution of pet and
  animal feed. For several years, he worked with companies developing e-mail and
  data management services.

---

| |  54 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Mr. Elliott 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
    ToAnooraq Resources Corporation
    Director
    April
      2005
    PresentGreat Basin Gold Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty Minerals Ltd.
    Director
    July
      2004
    PresentTaseko Mines Limited
    Director
    July
      2004
    PresentStorageFlow Systems Corp.
    Director
    May
      2002
    June
      2003President
    May
      2002
    June
      2004


WAYNE KIRK, LLB  Director

Wayne Kirk is a retired California State Attorney and
Professional Consultant. With over 35 years professional experience Mr. Kirk
also has over 9 years senior executive experience in the mining industry.

Mr. Kirk is a citizen of the United States and is a resident of
California. A Harvard University graduate, Mr. Kirk received his law degree in
1968. From 1992 to 2001 Mr. Kirk was the Vice President, General Counsel and
Corporate Secretary of Homestake Mining Company. Prior to his retirement in June
2004 he spent two years as Special Counsel for the law firm, Thelen Reid &
Priest, in San Francisco.

Mr. Kirk 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
    ToAnooraq Resources Corporation
    Director
    July
      2005
    PresentGreat Basin Gold Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty Minerals Ltd.
    Director
    July
      2004
    PresentTaseko Mines Limited
    Director
    July
      2004
    Present


SIPHO NKOSI, B.Comm (Hons) (Econ), MBA, Diploma in Market
Management  Director

Sipho Nkosi began his career as a market analyst with Ford Motor
  Company South Africa in 1980. In 1986 he moved to Anglo American Coal Corporation
  where he worked as a marketing coordinator. In 1992 he joined Southern Life
  Association as senior manager, strategic planning. In 1993 he accepted the position
  of marketing manager, new business development at Trans-Natal Coal Corporation,
  which later became Ingwe Coal Corporation. In 1997 he joined Asea Brown Boveri
  (South Africa) Limited as vice president marketing. He joined ABB Power Generation
  in 1998 as managing director. He was the founder and chief executive officer
  of Eyesizwe Holdings since 2001. Mr. Nkosi was appointed as chief executive
  officer (designate) of Exxaro Resources Limited during November 2006.

---

| |  55 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Other current directorships: African Life Company (Pty) Ltd;
  Everest Systems Solutions (Pty) Ltd; Eyesizwe Coal (Pty) Ltd; Eyesizwe Holdings
  (Pty) Ltd; Eyesizwe Mining (Pty) Ltd; Gold Fields Coal Ltd; Richards Bay Coal
  Terminal Company Ltd; Amawazi Technologies; Southgold Exploration (Pty) Ltd;

Mr. Nkosi 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
    ToExxaro Resources (1) Ltd (formerly Khumba
      Resources Ltd
    Chief Exective Officer
    November 2006
    PresentEyesizwe Coal (1)
    Chief Executive Officer
    June 2000
    November 2006Anooraq Resources Corporation
    Director
    September 2004
    PresentGreat Basin Gold Ltd.
    Director
    August
      2003
    Present


Note:

|(1) | Johannesburg Stock Exchange Ltd.
|--- | --------------------------------

WALTER SEGSWORTH, P.Eng.  Director

Walter Segsworth has been an active and respected member of the
international mining industry for over 30 years. He has an excellent track
record in employee safety, environmental excellence and turn around production
situations. During Mr. Segsworths tenure as President, Chief Operating Officer
and Director at Homestake Mining Company, the Company set a 125 year gold
production record and its operating costs reached 25 year lows. Mr. Segsworth is
a past Director and Chairman of the Mining Associations of Canada and British
Columbia, and was voted British Columbia Mining Industry Person of the Year in
1996. He is a member of the Canadian Institute of Mining, Metallurgy and
Petroleum and until recently, was part of the Mining Curriculum Advisory Board
of the Michigan Technological University, from which he earned his degree in
Mining Engineering.

Mr. Segsworth 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
    ToNorthern Dynasty Minerals Ltd.
    Director
    September 2004
    PresentAnooraq Resources Corporation
    Director
    March
      2004
    September 2004Great Basin Gold Ltd.
    Director
    January 2003
    PresentCumberland Resources
    Director
    May
      2002
    April
      2007


---

| |  56 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Yukon Zinc Corp.
    Director
    February 2001
    PresentNovagold Resources Inc.
    Director
    May
      2002
    November 2002UEX
      Corporation
    Director
    March
      2002
    PresentPlutonic Power Corp
    Director
    October 2003
    Present


RONALD THIESSEN, CA  Chairman of the Board and Director

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 employed by Hunter
Dickinson Inc., a company providing management and administrative services to
several publicly-traded companies and focuses on directing corporate development
and financing activities. He is also a director of Hunter Dickinson Inc.

Mr. Thiessen 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
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April
      1996
    PresentPresident and Chief Executive Officer
    September 2000
    PresentCasamiro Resource Corp.
    Director and President
    February 1990
    August
      2002Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources Ltd.
    Director
    August
      1994
    PresentPresident and Chief Executive Officer
    September 2000
    September 2004Co-Chairman
    September 2004
    April
      2006Chairman
    April
      2006
    PresentGreat Basin Gold Ltd.
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    December 2005Co-Chairman
    December 2005
    November 2006


---

| |  57 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Company
    Positions Held
    From
    ToChairman
    November 2006
    PresentNorthern Dynasty Minerals Ltd.
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    November 2001
    PresentRockwell Ventures Inc.
    Director
    November 2000
    PresentPresident and Chief Executive Officer
    November 2000
    August 2006Chairman
    September 2006
    PresentTaseko Mines Limited
    Director
    October 1993
    PresentPresident and Chief Executive Officer
    September 2000
    July 2005Co-Chairman
    July
      2005
    May
      2006Chairman
    May
      2006
    PresentTri-Gold Resources Corp.
    Director
    July
      1992
    December 2006


B. Officers

|Ferdinand Dippenaar  | Chief Executive Officer           | December 2005 | Present      
|-------------------- | --------------------------------- | ------------- | -------------
|                     |                                   |               |              
|Zelda Mostert (Smit) | Chief Financial Officer           | October 2006  | December 2007
|                     |                                   |               |              
|Lou van Vuuren       | Chief Financial Officer           | March 2008    | Present      
|                     |                                   |               |              
|Johan Oelofse        | Chief Operating officer           | March 2006    | Present      
|                     |                                   |               |              
|Willie Beckmann      | Vice President, Business Services | March 2006    | Present      
|                     |                                   |               |              
|Dawie Mostert        | Vice President, Human Capital     | March 2006    | Present      

Ferdinand Dippenaar Position: Chief Executive
Officer

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

**Zelda Mostert (Smit)**Position: Chief
Financial Officer

Ms.
  Mostert (Smit) is a South African resident who qualified as a Chartered Accountant
  in 1997. After completing her articles with PricewaterhouseCoopers, Ms Smit
  worked in the financial services sector, primarily in banking and insurance,
  for five years. Ms. Mostert (Smit) was appointed Treasurer of Harmony Gold Mining
  Company Limited in January 2003. At Harmony, Ms. Mostert (Smit) gained extensive
  experience in mergers, acquisitions, debt issuance, risk management and project
  development and was a member of the executive team.

---

| |  58 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Ms. Mostert (Smit) has served on several boards, including Rand
  Mutual Assurance Limited and Kingfisher Insurance Company Limited, and was chair
  of the audit committees of both Rand Mutual Assurance Limited and Minemed Medical
  Aid. Ms. Mostert (Smit) resigned as Chief Financial Officer effective December
  31, 2007. She was replaced by Lou van Vuuren who joined the Company on March
  10, 2008 and she continues to provide consulting services to Great Basin.

Lou van VuurenPosition: Chief Financial
Officer

Mr
van Vuuren is a qualified Chartered Accountant and joined the company from
PricewaterhouseCoopers. He brings along a wealth of experience in multi national
companies listed on various world markets and the required regulatory
requirements posed to such companies. He has been involved in the international
gold mining sector for a number of years and gained valuable exposure during his
involvement in various capital raising transactions a well as mergers and
acquisitions.

Johan OelofsePosition: Chief Operating
Officer

Mr.
Oelofse is a qualified mining engineer with 27 years experience including
working on projects in South Africa, Uganda, Mozambique, Argentina, Kentucky in
the USA, Kazakhstan, Uzbekistan, Tajikistan, China, Malaysia, Indonesia and the
DRC. Mr. Oelofse began his career in the South African Gold Mining environment
and gained a working knowledge of all aspects of the industry. Mr. Oelofse has a
B Ing degree from Pretoria University in South Africa and an MSc Mining
Engineering at Camborne School of Mines. Mr. Oelofse joined Great Basin Gold as
Chief Operating Officer in March 2006.

Willie BeckmannPosition: Vice President: Business
Services

Mr.
Beckmann is an accredited attorney, notary and conveyancer. Mr. Beckmann
obtained the degrees B Juris LLB (1983) from the North West University. Mr.
Beckmann started 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. Mr. Beckmann joined the gold
mining industry in 2002 as the group security manager of Harmony Gold Mining
Company. Mr. Beckmann since then successfully founded the Legal and Compliance
Department overseeing the security, legal and enterprise- wide risk management
functions of Harmony. Mr. Beckmann joined Great Basin Gold in March 2006
responsible for the Legal and Compliance functions and business services.

Dawie MostertPosition: Vice President: Human
Capital

Mr.
Mostert has a diploma in Labour Relations (DPLR) (Advanced Labour Law) and a MBA
degree from Wits University in South Africa. Mr. Mostert has approximately 16
years experience in the mining industry during which time he has functioned in
many positions including Human Resources Manager, Manager, Acquisitions since
1998; Mine Manager, Elandsrand; Executive Training and People Development;
Executive Employee Relations; Executive Human Resources and Executive New Mines.
Mr. Mostert was appointed to the executive of Harmony Gold Mining Company in
April 2002. As a Harmony executive, Mr. Mostert served on the boards of The
South African Mathematics Foundation and the Mining Qualifications Authority
(Mining SETA).

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.

---

| |  59 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

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,
Sipho Nkosi is a director of our BEE partner Tranter Gold (Pty) Ltd 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 12.       
  PROMOTERS**

Not applicable.

**ITEM 13.       
  LEGAL PROCEEDINGS**

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

**ITEM 14.       
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS**

Apart
from Sipho A. Nkosi a director if 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 15.       
  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.

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| |  60 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

**ITEM 16.       
  MATERIAL CONTRACTS**

Black Economic Empowerment Framework Agreement

On
August 8, 2007 the Company entered into a Purchase and Acquisition Agreement
whereby Tranter Burnstone (Proprietary) Limited (Tranter Burnstone), a
subsidiary of Tranter Gold, subscribed for 812 new ordinary shares in Southgold
Exploration (Proprietary) Limited (Southgold), a wholly-owned subsidiary of
Great Basin Gold, for a purchase consideration of R260 million in cash, which,
following the issue and allotment of the new Southgold shares, constituted 26%
of the entire issued share capital of Southgold. Following the implementation of
the Southgold subscription, Great Basin Gold purchased the new Southgold shares
from Tranter Burnstone in exchange for the issue by Great Basin Gold of
19,938,650 new ordinary shares in Great Basin Gold to Tranter Burnstone.
Accordingly, Tranter Burnstone has become the owner of the new Great Basin Gold
shares, which represented an equivalent effective interest on a see-through
basis of at least 26% in Great Basin Golds South African Burnstone project as
required by the Mineral and Petroleum Resources Development Act, 2002, and the
Mining Charter. The issue and allotment of the new Great Basin Gold shares,
constitutes approximately 9.3% of the issued share capital of Great Basin Gold
on a fully diluted basis. The transaction is described in further detail in Item
4 and it completed on October 1, 2007

Purchase of Heclas Interest in the Companys Hollister
Development Block Project

On
February 20, 2007, the company entered into an agreement with Hecla Ltd and
Hecla Ventures Corp whereby Great Basin Gold purchased Hecla Ventures Corp and
their earned in to date interest in the Hollister Development Block. The
purchase consideration of US$ 60 million was payable as US$ 45 million in cash
and US$ 15 million in shares. The agreement was closed on the 19th of April
2007, thereby giving GBG 100% ownership of the project.

Purchase of 37% followed by 63% of Rusaf Gold Ltd Shares
not Already Owned by Great Basin

During
June to July, 2007, the Company entered into an agreement with Rusaf Gold Ltd.
(Rusaf) whereby Great Basin acquired approximately 37% of the fully diluted
equity shares of Rusuf for total consideration of $8 million cash. Rusaf is a
Canadian registered exploration company, operating from Dar Es Salaam, Tanzania,
with six 100% owned subsidiary companies that hold prospecting rights to
properties in Tanzania and Russia.

The
Company announced on February 14, 2008 that it has entered into an agreement
with Rusaf whereby it will purchase the remaining 63% of the fully diluted
equity shares of Rusaf for a total consideration of $14.4 million, payable in
approximately 4.9 million Great Basin Gold common shares. The exchange ratio was
one Great Basin share for every 4.5 Rusaf shares. For the year ended December
31, 2007 the Companys investment of 37% in the issued common stock of Rusaf was
recognized as an investment in associate and the Company has equity accounted
for its share of post-acquisition losses incurred.

The
acquisition terms also provide for additional Great Basin Gold shares to be
issued in the first three years from closing, contingent upon gold discoveries
involving more than 500,000 ounces on certain mineral prospects currently held
by Rusaf. In the event of such discoveries, the Company will issue shares valued
at the higher of current or then-prevailing market price to the former Rusaf
shareholders on the basis of the valuing these gold ounces at US$15/oz for
inferred resources and US$40/oz for measured and indicated resources (subject to
a minimum average cut-off grade of 1.5 grams per ton or 0.04 oz per ton). The
Company has also agreed to spend a minimum of $7 million and up to a maximum of
$19 million in exploring Rusafs properties during this period depending on
independent advice as to the likelihood of exploration success.

The
Rusaf acquisition is subject to the approval of Rusaf shareholders, certain
judicial orders, as well as Toronto Stock Exchange and other regulatory
approvals. Assuming all such conditions are met in the ordinary course, the
parties targeting completion for the second calendar quarter of 2008.

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| |  61 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

To
date the Toronto Stock Exchange approved the transaction subject to the
condition that no more that 50,900,000 common shares of the Company may be
issued or made issuable pursuant to the agreement without the express consent of
the TSX. In terms of the agreement 4.9 million Great Basin Gold Ltd shares will
be issued as consideration for the remaining Rusaf share capital. As set out
above, the Company will further issue Great Basin Gold Ltd shares within the
next three years from closing of the transaction, to the then former Rusaf
shareholders. The issuance of these shares is pending the results of future
exploration and the number thereof currently uncertain, however will be limited
under the current number of shares approved by the TSX.

**ITEM 17.       
  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 Corporations independent auditors are
      PricewaterhouseCoopers LLP, Chartered Accountants, who have issued an
      independent auditors report dated March 31, 2008 in respect of the
      Corporations consolidated financial statements as at December 31, 2007
      and for the year ended December 31, 2007 and the Corporations internal
      control over financial reporting as at December 31, 2007.
      PricewaterhouseCoopers LLP has advised that they are independent with
      respect to the Corporation within the meaning of the Rules of Professional
      Conduct of the Institute of Chartered Accountants of British Columbia and
      the rules of the US Securities and Exchange Commission.                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | Behre Dolbear & Company Ltd. is named as having
      audited our internal preliminary resource estimate at HDB in 2001(filed as
      part of a May, 2002 report filed at www.sedar.com) and James A. Currie, P.Eng. is named as having supervised
      that work, and is also named as having prepared the report Technical
      Report on the Feasibility Study for the Burnstone Gold Project, Balfour,
      Mpumalanga Province, Republic of South Africa dated May 10, 2006, based
      on a full review of the results of the components of the Burnstone
      feasibility study by Derek Rance, P.Eng., who is an independent qualified
      person as defined by NI 43-101. The financial analysis was completed by
      Minefill Services, Inc., under the supervision of David Stone, P.Eng.
      Individual components of the study were completed by the following South
      African consultants:

| | • | Geology and mineral resources were reviewed and updated
      for the Burnstone feasibility study by Harry Meadon, Pr.Sci.Nat., of HM
      Exploration CC, and Mr. van der Heever, Pr.Sci.Nat., of GeoLogix Mineral
      Resource Consultants (Pty) Ltd.                                                                                                                                                                                                                           
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Mineral reserves, mine planning and design aspects were
      developed by Turgis Consulting (Pty) Ltd., under the supervision of AD
      Pooley, Pr.Eng. The revised feasibility study on Burnstone, June 2007, was
      supervised by Clive Brown. Turgis have had no part in declaring reserves
      for the Hollister Project, we participated in the feasibility study, but
      this study did not declare reserves as the mine planning included inferred
      resources.
| | • | Mill process and plant design work was done by MDM
      Ferroman, and metallurgical testwork by Mintek Laboratories, all under the
      supervision of David Dodd, SAIMM, of MDM Ferroman.                                                                                                                                                                                                                                                                                         
| | • | Environmental & permitting, tailings, water supply
      and infrastructure studies were conducted by Knight Piesold (Pty) Ltd. and
      other subcontractors, under the supervision of Joanna Goeller,
      Environmental Impact Assessment Practitioner, and R.J. Scheurenberg,
      Pr.Eng.                                                                                                                                                                                    

|(c) | Eugene Siepker, Pr.Sci.Nat. (deceased) and Gideon J.
        Van Der Heever, Pr.Sci.Nat. are named as having co- prepared resource
        estimates in our Report on the Resource Estimate for the Burnstone
        Project, Mpumalanga Province, Republic of South Africa dated February
        17, 2005 and filed under National Instrument 51-102  Continuous
        Disclosure;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  62 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

|(d) | David Stone, P.Eng., and Gernot
        Wober, P.Geo.,. are the qualified persons who co-authored the March 19,
        2007 Technical Report  Update on the Exploration Activities
        on the Hollister Gold Project, Elko County, Nevada, revised April
        3, 2007 and Mr. Stone also co-authored with Mr Van Der Heever, Pr.Sci.Nat.,
        the Report on the Resource Estimate for the Burnstone Project, Mpumalanga
        Province of the Republic of South Africa, also dated March 19, 2007,
        both of which are publicly filed at www.sedar.comon March 21,2007;                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | David M.R. Stone, P.Eng., an
        independent qualified person, authored the report entitled Technical
        Report and Updated Preliminary Assessment of the Ivanhoe Gold Project,
        Elko County, Nevada dated September 12, 2006 and revised April 3,
        2007, which is publicly filed at www.sedar.com;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|f)  | D.C. Rance, P Eng, Behre Dolbear
        & Company Ltd , H. Meadon (Pr.Sci.Nat.), H M Exploration CC., G.J.
        van der Heever of GeoLogix Mineral Resource Consultants (Pty) Ltd., D.S.
        Dodd, B.Sc. FSAIMM, MDM Ferroman , R.J. Scheurenberg, Pr Eng, Knight Piesold
        (Pty) Ltd., J. Goeller, EIS Practitioner, Knight Piesold (Pty) Ltd., Clive
        Brown, Pr. Eng., MSAIMM, Turgis Consulting (Pty) Ltd are the qualified
        persons who co-authored the June 21, 2007 Technical Report on Update
        and Optimization of the May 2006 Feasibility Study for the Burnstone Gold
        Project, Mpumalanga Province, South Africa,  which was publicly
        filed at www.sedar.comon July 5,2007 under National Instrument
        43-101;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|g)  | J. Oelofse, Pr. Eng., Great
        Basin Gold Limited and G.J. Van Der Heever of GeoLogix Mineral Resource
        Consultants (Pty) Ltd., are the qualified persons who co-authored the
        March, 2007 Technical Report on the Resource Estimate for Hollister
        Development Block Gold Project, Elko County, NV which was publicly
        filed at www.sedar.comon July 6,2007 under National Instrument
        43-101and                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|h)  | Peter Cain, Ph.D., P.Eng, Associated
        Geosciences Ltd.,an independent qualified person,.authored the September
        9, 2007 report entitled Technical Report on the Resource Estimate
        for Hollister Development Block Gold Project, Elko County, NV which
        was publicly filed at www.sedar.comon September 18,2007
        under National Instrument 43-101.                                                                                                                                                                                                                                                                                                                                                                                            

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 18.       
  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) 684-6365:

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| |  63  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

|(i)   | this Annual Information Form, 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 latest annual general meeting
      of the Company to be held in June 2008, 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 19.       
  DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION CIRCULARS**

Not applicable.

**ITEM 20.       
  CONTROLS AND PROCEDURES**

DISCLOSURE CONTROLS AND PROCEDURES

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 (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of the
end of the period covered by this report, our disclosure controls and procedures
were effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by us in reports that we file or
submit under the Exchange Act.

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

There
were no changes in our internal control over financial reporting during the
fiscal year ended December 31, 2007 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The
management of Great Basin Gold Ltd. is responsible for establishing and
maintaining adequate internal control over financial reporting. The United
States Securities and Exchange Act of 1934 in Rule 13a-15(f ) and 15d-15(f )
defines this 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:

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| |  64 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

- 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, 2007. 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).

Management
has excluded Hollister Ventures Corporation which was acquired in an asset
acquisition during 2007, from its assessment of internal control over financial
reporting as at December 31, 2007. Hollister Ventures Corporation is a wholly
owned subsidiary of the company whose total assets of $101 million and net loss
of $27 million of Great Basin Gold Ltds consolidated financial statements as at
and for the year ended December 31, 2007.

During
the 2007 fiscal year, no significant changes occur in the Companys internal
controls over financial reporting.

Based
upon this assessment, management concluded that the companys internal control
over financial reporting was effective as at December 31, 2007.

The
effectiveness of the companys internal control over financial reporting as at
December 31, 2007 has been audited by PricewaterhouseCoopers LLP, our
independent auditors, as stated in their report which appears herein.

**ITEM 21.       
  AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS**

**A.**      
**AUDIT COMMITTEE FINANCIAL EXPERT**

The members of the audit committee are Messrs. Wayne Kirk, Walter Segsworth,
Patrick Cooke and David Elliott. The board of directors has determined that Mr.
David Elliott is a member of the audit committee of the Company who qualifies as
an audit committee "financial expert" based on his education and experience and
each of the members is financially literate. Each of the audit committee members
is "independent", as that term is defined by Canadian Multilateral Instrument
52-110. Mr. Elliott is an accredited Chartered Accountant in Canada, Mr. Cooke
is a Chartered Accountant in South Africa, Mr Kirk is retired securities
attorney and Mr Segsworth has been a mining executive for a number of years.
Great Basins audit committee charter is available for download on the Companys
website at www.greatbasingold.com

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| |  65 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

**B.**      
**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.

**C.**      
**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

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

|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2007                         | 
|Audit Fees         | $ | 201,876                      | 
|Audit Related Fees |   | 40,871                       | 
|Tax Fees           |   | 40,834                       | 
|All Other Fees     |   | 578                          | 
|Total              | $ | 284,159                      | 

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

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| |  66 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

**D.**      
  **OTHER**

PricewaterhouseCoopers were appointed as the Companys independent auditors on
August 2, 2007, replacing KPMG LLP which resigned as of July 24, 2007. KPMG LLP
confirmed that the resignation was not consequent upon any reportable
differences with the Company.

**ITEM 22.       
  OFF BALANCE SHEET ARRANGEMENTS**

As part of the BEE transaction
concluded on October 1, 2007, Tranter Burnstone (Proprietary) Limited (Tranter
Burnstone) borrowed $29 million (R200 million) from Investec Bank Limited
(Limited) to settle the purchase consideration of the 812 Southgold shares.
The security for the loan comprised, amongst others, a loan guarantee in terms
of which N5C Resources Inc., N6C Resources Inc. or Rodeo Creek Gold Inc. (all
wholly owned subsidiaries of GBG) is obliged 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 $11.8 million (R80 million) to Tranter
Burnstone in order to settle such interest payment obligations. This loan, if
granted will be secured by the Great Basin Ltd shares held by Tranter Burnstone
second to the security over these shares held by Investec for the $29 million
(R200 million) loan advanced

**ITEM 23.       
  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

Payments
        due by periodLess than
      
      
      More thanTotal
      one year
      1
        to 3 years
      3-5 years
      5
        yearsContractual obligation
      US$5 million
      Nil
      US$5 million
      Nil
      NilLong term debt obligations
      Nil
      Nil
      Nil
      Nil
      NilOperating lease obligations
      Nil
      Nil
      Nil
      Nil
      NilPurchase obligations
      Nil
      Nil
      Nil
      Nil
      NilOther
      Nil
      Nil
      Nil
      Nil
      NilTotal
      US$5 million
      Nil
      US$5 million
      Nil
      Nil


The
Company signed an agreement, effective November 14, 2007, whereby the Company
earns 80% interest in all the hard rock mineral rights on the Ganes Creek
Property in Alaska by expending a total of US$3 million in exploration
expenditures over a period of 3 years. The Ganes Creek Property is held by CW
Properties LLC, based in Talkeetna, Alaska, USA.

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

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| |  67 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The
term purchase obligation means an agreement to purchase goods or services that
is enforceable and legally binding on the registrant that specifies all
significant terms, including: fixed or minimum quantities to be purchased;
fixed, minimum or variable price provisions; and the approximate timing of the
transaction.

---