OPTION TO PURCHASE AGREEMENT



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]




                          OPTION TO PURCHASE AGREEMENT

                                     Between

                              GREAT BASIN GOLD LTD


                                       And


                   SOUTHGOLD EXPLORATION (PROPRIETARY) LIMITED

                                       And


                     AREQUIPA HOLDINGS (PROPRIETARY) LIMITED


                    EXPLORATION TARGETS (PROPRIETARY) LIMITED


                    JOHN CRUISE MINING (PROPRIETARY) LIMITED


                    PANGEA EXPLORATION (PROPRIETARY) LIMITED


                   RIETBULT EXPLORATION (PROPRIETARY) LIMITED


              SOVEREIGN INDIVIDUAL PORTFOLIOS (PROPRIETARY) LIMITED





<PAGE>


                                    CONTENTS


 1   INTERPRETATION                                                         4

 2   RECORDAL                                                              11

 3   CONDITIONS PRECEDENT                                                  11

 4   OPTION                                                                13

 5   CONSIDERATION                                                         13

 6   ADDITIONAL CONSIDERATION                                              16

 7   PAYMENT                                                               18

 8   EXERCISE OF OPTIONS                                                   18

 9   FUNDING OF THE BURNSTONE GOLD PROJECT                                 19

10   INITIAL EXPLORATION PROGRAMME AND BANKABLE FEASIBILITY STUDY BUDGET   19

11   MANAGEMENT OF THE BURNSTONE GOLD PROJECT                              20

12   WARRANTIES                                                            21

13   INDEMNITIES                                                           21

14   ACCOUNTS                                                              23

15   SALE RESTRICTIONS ON THE SOUTHGOLD SHAREHOLDERS                       24

16   VOTING OF GBG SHARES AND APPOINTMENT OF DIRECTORS                     25

17   OBLIGATIONS OF THE SOUTHGOLD SHAREHOLDERS                             26

18   PUMA                                                                  27

19   CONFIDENTIALITY                                                       30

20   BREACH                                                                31

21   CESSION AND ASSIGNMENT                                                31

22   DOMICILIUM AND NOTICES                                                32

23   APPLICABLE LAW                                                        33

24   GENERAL                                                               33

25   COSTS                                                                 34

26   COUNTERPARTS                                                          35



<PAGE>


                                    SCHEDULES


SCHEDULE 1    EYESIZWE AGREEMENT

SCHEDULE 2    WARRANT AGREEMENT

SCHEDULE 3    LIST OF OPTIONS

SCHEDULE 4A   LIST OF PROPERTIES

SCHEDULE 4B   MAP OF PROPERTIES

SCHEDULE 5    GBG WARRANTIES

SCHEDULE 6A   SOUTHGOLD WARRANTIES

SCHEDULE 6B   SOUTHGOLD SHAREHOLDERS' WARRANTIES

SCHEDULE 7    INITIAL PROGRAMME AND BUDGET

SCHEDULE 8    MANAGEMENT AGREEMENT

SCHEDULE 9    THE PUMA OPTIONS

SCHEDULE 10   WARRANTIES OF THE PUMA SHAREHOLDERS



<PAGE>



1.    INTERPRETATION


      In this agreement -

1.1   clause headings are for convenience purposes only and shall not be used in
      its interpretation;

1.2   unless the context clearly indicates a contrary intention -

1.2.1     an expression  which denotes any gender includes the other genders,  a
          natural  person  includes an artificial  person and vice versa and the
          singular includes the plural and vice versa;

1.2.2     where any term is defined within a particular  clause,  other than the
          interpretation clause, that term shall bear the meaning ascribed to it
          in that clause wherever it is used in this agreement;

1.2.3     the  following  expressions  shall  bear the  following  meanings  and
          related expressions shall bear corresponding meanings -

1.2.3.1        "Accounts"  means the GBG Accounts  and/or the Southgold  January
               2004 Accounts and/or the Southgold  Audited  Accounts,  depending
               upon the context;

1.2.3.2        "Arequipa"  means  Arequipa   Holdings   (Proprietary)   Limited,
               Registration Number 1997/022371/07, a company incorporated in the
               RSA;

1.2.3.3        "Bankable  Feasibility Study" means a study of the feasibility of
               developing  and  operating  one or more mines on the  Properties,
               including  an  analysis  of  economic,  geological,  engineering,
               environmental,   regulatory   and   other   considerations,   and
               containing  the level of detail  and  content  consistent  and in
               accordance with internationally  accepted standards in the mining
               industry, and in particular, North American Regulatory Standards,
               National  Policy  43-101,  for a feasibility  study  presented to
               financial  institutions  for the purpose of seeking and obtaining
               financing  for the  development  of a mine  (with  all  estimates
               developed to an accuracy of plus or minus 10%);

1.2.3.4        "Burnstone   Gold  Project"  means  the  project   undertaken  by
               Southgold in terms of which, inter alia, Southgold has prospected
               and  conducted  exploration  activities  and if  warranted,  will
               conduct   additional   exploration,   including   drilling,   and
               engineering and feasibility studies to determine the economic and
               technical   feasibility  of  mining  and   extracting   gold  and
               associated minerals from the Properties;

1.2.3.5        "Closing  Date"  means  the  date  upon  which  the  last  of the
               Conditions are fulfilled;

1.2.3.6        "Conditions" means the conditions precedent referred to in 3;

1.2.3.7        "Development  Commitment  Date" means the date of commencement of
               the  Burnstone  Gold  Project  in  accordance  with the scope and
               timing contemplated  therefor in the Bankable  Feasibility Study,
               as evidenced, inter alia, by the earlier of:

1.2.3.7.1           the placing of irrevocable orders for equipment or services;
                    and

1.2.3.7.2           the first draw down of loan or equity finance;

                    all as contemplated in the Bankable Feasibility Study;

1.2.3.8        "Exploration  Targets" means  Exploration  Targets  (Proprietary)
               Limited,   Registration   Number   1984/005367/07,    a   company
               incorporated in the RSA;

1.2.3.9        "Eyesizwe"  means  Tranter  Investments   (Proprietary)  Limited,
               Registration Number 2001/028420/07, a company incorporated in the
               RSA, to be renamed "Eyesizwe Gold (Proprietary)  Limited" or such
               other name as the RSA  Registrar of Companies  may permit,  which
               will act as Southgold's  Black Economic  Empowerment  Partner and
               which will  acquire a 20%  participation  right in the  Burnstone
               Gold  Project  and may  increase  its  participation  in  certain
               circumstances  substantially  on the terms and  conditions of the
               draft  agreement  annexed  hereto  as  Schedule  1  (and  failing
               Eyesizwe, any other qualifying Black Economic Empowerment Partner
               for Southgold agreed upon by GBG, the Southgold  Shareholders and
               Southgold);

1.2.3.10       "GBG" means Great Basin Gold Ltd, a public  company  incorporated
               under the Company Act in British Columbia, listed on the Canadian
               TSX Venture  Exchange and quoted on the OTC Bulletin Board in the
               United States of America;

1.2.3.11       "GBG Accounts" means the audited financial  statements of GBG for
               the year which ended on 31 December 2002 to be provided by GBG to
               Southgold and the Southgold Shareholders  immediately they become
               available;

1.2.3.12       "GBG Share Purchase Warrants" means warrants issued by GBG to the
               Southgold  Shareholders  in terms of 5.3.3 and 5.4.2  giving  the
               Southgold  Shareholders  the right to subscribe for common shares
               in GBG on terms and conditions  set out in the Warrant  Agreement
               annexed   hereto  as  Schedule  2,  subject  inter  alia  to  the
               following:

1.2.3.12.1          the warrants shall confer on the Southgold  Shareholders the
                    right to subscribe for the number of GBG shares  referred to
                    therein at the lowest possible  exercise price attainable by
                    GBG, but the maximum exercise price of the warrants will not
                    exceed:

1.2.3.12.1.1             the closing  price at which GBG common  shares trade on
                         the TSX Venture  Exchange on the day before the date on
                         which  GBG  makes an  announcement  in  respect  of the
                         transaction  contemplated  in  this  agreement,  if the
                         announcement  is made  during  the  time  when  the TSX
                         Venture Exchange is open for trade; or

1.2.3.12.1.2             the closing  price at which GBG common  shares trade on
                         the  TSX  Venture  Exchange  on the  day on  which  the
                         announcement is made, if the announcement is made after
                         trading hours, as the case may be;


                         which  announcement  shall be made on a date determined
                         by GBG in  consultation  with the TSX Venture  Exchange
                         not later than seven days after the Signature Date;

1.2.3.12.2          the warrants shall be exercised within 12 months of the date
                    on which they are issued, provided that if:

1.2.3.12.2.1             at any time following the expiry of the four-month hold
                         or selling  restriction  period  prescribed  by the TSX
                         Venture Exchange, the 20-day weighted average per share
                         published  closing  trade price of GBG common shares on
                         the TSX Venture  Exchange  is greater  than or equal to
                         200% of the exercise price of the warrants ("the market
                         price   threshold"),   GBG  will  give  the   Southgold
                         Shareholders  notice that the  warrants  will expire 45
                         days   following   the  date  of  such  notice  if  not
                         exercised,    during   which   period   the   Southgold
                         Shareholders   shall  be  entitled   to  exercise   the
                         warrants; or

1.2.3.12.2.2             on the date the  warrants  are issued to the  Southgold
                         Shareholders  the market  price for GBG  common  shares
                         exceeds  the  market  price  threshold,  the  Southgold
                         Shareholders shall be entitled to exercise the warrants
                         within 45 days of the date of issue of the warrants;

1.2.3.12.3          the  warrants  shall  be drawn in  favour  of the  Southgold
                    Shareholders in the Southgold Shareholders' Proportions;

1.2.3.13       "GFL"  means GFL Mining  Services  Limited,  Registration  Number
               1997/019961/06, a company incorporated in the RSA;

1.2.3.14       "GFL-Randex Mineral Rights" means the mineral rights owned by GFL
               (in respect of which Randex has a participation  right of 25%) in
               respect  of  which  GFL and  Randex  have  granted  Southgold  an
               irrevocable option in terms of the Prospecting Agreement;

1.2.3.15       "Ivanhoe Project" means the project undertaken by GBG in terms of
               which,  inter alia, GBG intends to prospect for and if warranted,
               mine and  extract  gold in the  North  Western  Extension  of the
               Carlin  Trend in the  Ivanhoe  Mining  District  of Elko  County,
               Nevada, USA;

1.2.3.16       "John  Cruise" means John Cruise  Mining  (Proprietary)  Limited,
               Registration Number 1970/003038/07, a company incorporated in the
               RSA;

1.2.3.17       "Options"  means  the  agreements  listed in  Schedule  3 and the
               Prospecting Agreement;

1.2.3.18       "Pangea"   means  Pangea   Exploration   (Proprietary)   Limited,
               Registration Number 1985/001496/07, a company incorporated in the
               RSA;

1.2.3.19       "Prime Rate" means the prime bank overdraft rate calculated daily
               and  compounded  monthly in arrears as charged by FNB  Limited (a
               registered RSA commercial  bank), on overdraft to its first class
               corporate customers in the private sector in the RSA from time to
               time as certified by a manager of that bank whose authority shall
               not be necessary to prove;

1.2.3.20       "Properties"  means  the  immovable  properties  upon  which  the
               mineral  rights to which the Options  relate are  situated,  such
               properties  being  listed in  Schedule  4A  hereto  and which are
               described on the map annexed hereto as Schedule 4B;

1.2.3.21       "Prospecting  Agreement" means the agreement entered into between
               GFL,  Randex and  Southgold on 17 October  2000,  whereby,  inter
               alia, GFL and Randex  granted  Southgold the right to acquire the
               GFL-Randex Mineral Rights;

1.2.3.22       "Randex" means Randex Limited, Registration Number 1905/06778/06,
               a company incorporated in the RSA;

1.2.3.23       "Rietbult  Exploration" means Rietbult Exploration  (Proprietary)
               Limited,   Registration   Number   1998/014685/07,    a   company
               incorporated in the RSA;

1.2.3.24       "RSA" means the Republic of South Africa;

1.2.3.25       "$"  means US  dollars,  the  currency  of the  United  States of
               America;

1.2.3.26       "Shares"  means  ordinary par value shares of ZAR1,00 each in the
               share capital of Southgold;

1.2.3.27       "Signature  Date"  means the date upon  which the party who signs
               this agreement last signs the agreement;

1.2.3.28       "Southgold" means Southgold  Exploration  (Proprietary)  Limited,
               Registration Number 2000/016129/07,  private company incorporated
               in the RSA;

1.2.3.29       "Southgold  Audited  Accounts"  means  the  audited  accounts  of
               Southgold  for the  financial  year ended 28 February  2003 to be
               provided by Southgold to GBG immediately they become available;

1.2.3.30       "Southgold  January 2004 Accounts" means the unaudited  financial
               statements of Southgold for the period commencing on 1 March 2003
               and terminating on 31 January 2004 to be provided by Southgold to
               GBG immediately they become available, provided that should there
               be a delay in the  registration  of  transfer  of the  GFL-Randex
               Mineral Rights as  contemplated in 4.2, the date of such accounts
               shall be the month end first  following  the date upon which such
               registration of transfer takes place;

1.2.3.31       "Southgold  Shareholders"  means Arequipa,  Exploration  Targets,
               John  Cruise,   Pangea,   Rietbult   Exploration   and  Sovereign
               Portfolios and each of their successors-in-title;

1.2.3.32       "Southgold Shareholders' Proportions" means:

1.2.3.32.1          Arequipa, 19,1%;

1.2.3.32.2          Exploration Targets, 19,1%;

1.2.3.32.3          John Cruise, 10,6%;

1.2.3.32.4          Pangea, 39,4%;

1.2.3.32.5          Rietbult Exploration, 7,6%; and

1.2.3.32.6          Sovereign Portfolios, 4,2%;

1.2.3.33       "Sovereign  Portfolios"  means  Sovereign  Individual  Portfolios
               (Proprietary)  Limited,  Registration  Number  1999/000464/07,  a
               company  incorporated in the RSA; 1.2.3.34 "ZAR" means RSA Rands,
               the currency of the RSA;

1.3   the terms  "holding  company"  and  "subsidiary"  shall  bear the  meaning
      assigned to them in the RSA Companies Act, 61 of 1973, as amended;

1.4   should any provision in a definition be a substantive provision conferring
      rights or imposing obligations on any party, then effect shall be given to
      that  provision as if it were a substantive  provision in the body of this
      agreement;

1.5   any  reference  to an  enactment,  regulation,  rule or  by-law is to that
      enactment,  regulation,  rule or by-law as at the signature  date,  and as
      amended or replaced from time to time;

1.6   when any number of days is prescribed, such number shall exclude the first
      and include the last day, unless the last day falls on a Saturday,  Sunday
      or public  holiday  in the RSA and/or  Canada,  in which case the last day
      shall be the next succeeding day which is not a Saturday, Sunday or public
      holiday in the RSA and/or Canada;

1.7   any  schedule  or  annexure  to this  agreement  shall  form  part of this
      agreement;

1.8   the use of the word "including" followed by a specific example/s shall not
      be construed as limiting the meaning of the general  wording  preceding it
      and the eiusdem generis rule shall not be applied in the interpretation of
      such general wording or such specific example/s;

1.9   the expiration or  termination  of this  agreement  shall not affect those
      provisions  of this  agreement  which  expressly  provide  that  they will
      operate  after any such  expiration or  termination  or which of necessity
      must  continue  to have  effect  after  such  expiration  or  termination,
      notwithstanding  the fact that the  clauses  themselves  do not  expressly
      provide this;

1.10  in its  interpretation,  the contra proferentem rule of construction shall
      not apply (this agreement  being the product of  negotiations  between the
      parties) nor shall this agreement be construed in favour of or against any
      party by  reason of the  extent  to which  any  party or its  professional
      advisors participated in the preparation of this agreement;

1.11  recordals  shall  be  binding  on the  parties  and  are  not  merely  for
      information purposes; and

1.12  where in this  agreement  any  payment  to be made is  expressed  in $ the
      payment  shall  be made in an  equivalent  amount  as at the due  date for
      payment in ZAR,  converted at the average of the buy and sell rates quoted
      for equivalent amounts by the Sandton Branch of the Standard Bank of South
      Africa Limited.

2.    RECORDAL

2.1   Southgold is the holder of the Options.

2.2   Southgold  is  exploring  the   Properties  and  evaluating  the  economic
      feasibility of the Burnstone Gold Project.

2.3   This agreement sets out the terms and conditions  upon which the Southgold
      Shareholders  have  granted  to GBG the right to  acquire  from them their
      Shares in Southgold in two tranches,  upon the exercise of which right GBG
      will become the owner of the entire  issued share capital of Southgold and
      will result in the capital  necessary to explore the Properties,  evaluate
      the economic and technical  feasibility  of the Burnstone Gold Project and
      if warranted, develop the Burnstone Gold Project, becoming available.

3.    CONDITIONS PRECEDENT

3.1   The payments referred to in 5.1 and all other provisions of this agreement
      (except the exercise of the rights  referred to in 4 and those  provisions
      which take effect on or after the exercise of the rights referred to in 4)
      are subject to fulfilment of the following Conditions:

3.1.1     the board of directors of Southgold  authorise Southgold to enter into
          this agreement by not later than 7 November 2002; and

3.1.2     the  board  of  directors  of GBG  authorise  GBG to enter  into  this
          agreement by not later than 7 November 2002; and

3.1.3     a legal opinion  being  obtained by Southgold  from Deneys  Reitz,  at
          Southgold's   expense,   that  this  agreement  and  the  transactions
          contemplated  herein are in compliance with the laws of the RSA and in
          compliance  with the  terms and  conditions  of the  Options  and that
          Southgold  is the owner of the  Options  by not later  than 7 November
          2002.

3.2   The  exercise  of the rights  referred  to in  referred  to in 4 and those
      provisions of the agreement  which take effect on or after the exercise of
      the rights  referred to in 4 are subject to  fulfilment  of the  following
      Conditions:

3.2.1     independent  legal  opinion being  obtained by GBG, at GBG's  expense,
          that this agreement and the  transactions  contemplated  herein are in
          compliance  with the laws of Canada by not later than 7 November 2002;
          and

3.2.2     the TSX Venture  Exchange and the Exchange  Control  Department of the
          South African  Reserve Bank approve the  transaction  contemplated  in
          this agreement by not later than 28 February 2003.

3.3   The Condition/s in:

3.3.1     3.1.1 has been expressed for the benefit of Southgold;

3.3.2     3.2.1 has been expressed for the benefit of the Southgold Shareholders
          and Southgold;

3.3.3     3.1.2 and 3.1.3 have been expressed for the benefit of GBG;

3.3.4     3.2.2 has been expressed for the benefit of all the parties.

3.4   The party or parties in whose favour a Condition  has been  expressed  may
      prior to the date for fulfilment of the Condition by written notice to the
      other parties waive the Condition or by written  agreement  with the other
      parties, extend the date for fulfilment thereof.

3.5   Each of the parties shall use their best efforts to procure the fulfilment
      of the Conditions.

3.6   If this agreement (or any provisions  thereof) becomes ineffective because
      of a failure of the  Conditions  (save in respect of the  consequences  of
      those  provisions of this agreement  that come into force  notwithstanding
      such  failure)  the  parties  shall be  restored as far as possible to the
      position they would have been in had this agreement not been entered into.

3.7   No party  shall have any claim  against any other party as a result of the
      failure of the Conditions,  except for damages,  if any,  resulting from a
      breach of 3.5.

4.    OPTION

      Subject to  fulfilment or waiver of the  Conditions,  with effect from the
      Signature Date the Southgold  Shareholders hereby irrevocably grant to GBG
      the right to acquire from them in the Southgold Shareholders'  Proportions
      the entire issued share capital of Southgold,  being 2 310 Shares,  in two
      tranches:

4.1   1  132  Shares,  constituting  49 % of  Southgold's  entire  issued  share
      capital, to be acquired by not later than 30 April 2003, failing which the
      right shall lapse and be of no further force or effect; and

4.2   1  178  Shares,  constituting  51 % of  Southgold's  entire  issued  share
      capital,  to be  acquired  on or after the later of 31 October  2003 or 15
      days after  registration of transfer of the GFL-Randex Mineral Rights from
      GFL to  Southgold  but  (subject  to 5.5) not later than 31 January  2004,
      failing  which the right shall lapse and be of no further  force or effect
      provided, however, that the date of 31 January 2004 shall be extended only
      if  registration  has not been  effected by  31 January  2004,  until such
      transfer is effected;

      the right in 4.2 only being  exercisable  if GBG has  exercised  the right
      referred to in 4.1.

5.    CONSIDERATION

5.1   Subject to  fulfilment or waiver of the  Conditions  referred to in 3.1.1,
      3.1.2 and 3.1.3, within seven days after the Signature Date, GBG shall:

5.1.1     lend and advance to Southgold  the sum of ZAR 6 999 090,00,  which sum
          shall be  appropriated  by  Southgold  to repay  the loan  account  of
          Pangea. The loan shall be unsecured, shall not bear interest and shall
          not be repayable  before GBG has  exercised  the right  referred to in
          4.2;

5.1.2     deposit with attorneys  Paul Botha Inc the  difference  between $1 250
          000,00 and the equivalent in $ of ZAR6 999 090,00,  converted into ZAR
          at the $/ZAR exchange rate prevailing on the date seven days after the
          Signature  Date,  being a  non-refundable  deposit  payable  by GBG in
          consideration  for the grant of the  rights  referred  to in 4,  which
          deposit shall be transferred by Paul Botha Inc to an  interest-bearing
          account,  the interest  earned being for the benefit of the  Southgold
          Shareholders  in the Southgold  Shareholders'  Proportions,  and which
          deposit  shall  thereafter  be dealt with as directed by the Southgold
          Shareholders.

5.2   If the Conditions are fulfilled and GBG exercises the right referred to in
      4.1, $1 000 000,00 of the sum referred to in 5.1.2 shall be regarded as an
      advance on that portion of the cash payment referred to in 5.3.1.

5.3   If GBG exercises the right referred to in 4.1, within seven days after the
      date upon which the right is exercised, GBG shall:

5.3.1     pay the  Southgold  Shareholders  $3 000 000,00 less the $1 000 000,00
          referred to in 5.2; and

5.3.2     issue to the Southgold  Shareholders  in the  Southgold  Shareholders'
          Proportions  10 000 000 common  shares in GBG,  credited as fully paid
          up; and

5.3.3     issue to the Southgold  Shareholders  in the  Southgold  Shareholders'
          Proportions 5 000 000 GBG Share Purchase Warrants.

5.4   If GBG exercises the right referred to in 4.2, within seven days after the
      date upon which the right is  exercised,  GBG shall issue to the Southgold
      Shareholders in the Southgold Shareholders' Proportions:

5.4.1    11 000 000 common shares in GBG, credited as fully paid up; and

5.4.2    5 500 000 GBG Share Purchase Warrants.

5.5   If the  Bankable  Feasibility  Study will not be  completed  by 31 January
      2004,  at any time prior to 31  January  2004,  by  written  notice to the
      Southgold  Shareholders,  GBG may elect to  extend  the  deadline  for the
      exercise  of the  right  referred  to in 4.2 until 31 July  2004.  In such
      event, by not later than 31 January 2004, GBG shall issue to the Southgold
      Shareholders in the Southgold Shareholders' Proportions:

5.5.1     5 500 000 common shares in GBG, credited as fully paid up; and

5.5.2     2 750 000 GBG Share Purchase Warrants;

          to be credited as an advance in respect of the issue of the GBG common
          shares and GBG Share  Purchase  Warrants  referred to in 5.4,  and the
          balance of the GBG common  shares and GBG Warrants  referred to in 5.4
          shall be issued on 31 July 2004.

5.6   If GBG does not pay the  consideration  referred  to in 5.3  and/or 5.4 in
      whole or in part:

5.6.1     GBG shall have no further  obligations  beyond  those set forth in 5.1
          and 10 to fund  the  Burnstone  Gold  Project  on  shareholders'  loan
          account  or on any  other  basis  and  GBG  shall  be  indemnified  by
          Southgold against any liabilities  incurred by Southgold in respect of
          the Burnstone  Gold Project up to 31 January 2004,  providing that GBG
          shall not bind the credit of  Southgold  or  contract  on  Southgold's
          behalf without its prior written consent,  and providing  further that
          Southgold  shall  not be  liable  for  any  claims  arising  from  the
          negligent  or  intentional  acts of GBG,  its  employees,  agents  and
          contractors; and

5.6.2     the  Southgold  Shareholders  shall  be  entitled  to  retain  all the
          consideration  they have then  received  from GBG and to purchase from
          GBG all the Shares held by GBG in Southgold. The purchase price of the
          Shares shall be $1 000,00 in the  aggregate,  to be pro rated  between
          the Shares referred to in 4.1 and 4.2.  Against payment  thereof,  GBG
          shall forthwith  transfer the Shares to the Southgold  Shareholders in
          the  Southgold  Shareholders'  Proportions.  Furthermore,  if GBG  has
          advanced  the  amount  referred  to in 5.1.1 to  Southgold  to finance
          repayment  of the  Pangea  loan  account  or  has  advanced  loans  to
          Southgold  to fund the initial  exploration  programme  referred to in
          clause  10, the  Burnstone  Gold  Project  and  related  expenditures,
          Southgold  shall not be obliged to repay such  loans,  which  shall be
          forfeited  by GBG.  In such  circumstances,  GBG shall have no further
          interest,  direct or indirect,  in Southgold or in the Burnstone  Gold
          Project and all the right,  title and interest in the  Burnstone  Gold
          Project  shall  revert  toSouthgold.  If any  such  right,  title  and
          interest  shall have vested in GBG or any transferee of GBG, GBG shall
          forthwith upon demand and at GBG's sole cost and for no consideration,
          execute  all  documents  and do all  things  reasonably  necessary  to
          transfer such rights to Southgold.

5.7   GBG shall pay to the Southgold  Shareholders  as additional  consideration
      for the acquisition of the Shares referred to in 4.2, an amount equivalent
      to the net cash in  Southgold  as at  31 January  2004 as reflected in the
      Southgold January 2004 Accounts.  For purposes of this clause,  "net cash"
      means the sum of the increase in deferred exploration from ZAR5 999 001,00
      to the balance as at 31 January 2004 plus Southgold's petty cash holdings,
      cash deposited by Southgold  with third parties as security,  cash held by
      Southgold in its bank accounts,  cash  generated  from sundry  receivables
      and/or any  Value-Added  Tax refunds  owing by the South  African  Revenue
      Services,  less amounts  required to pay Southgold's  creditors,  less the
      increase in Shareholder Loan Accounts from  ZAR6 999 090,00 to the balance
      as at 31 January  2004,  all as  reflected in the  Southgold  January 2004
      Accounts, or as may arise in a subsequent period but which is attributable
      to the period ending on 31 January 2004.

5.8   Payment of the amount  referred  to in 5.7 shall be made within 60 days of
      delivery of the Southgold January 2004 Accounts to GBG.

5.9   If any dispute arises between the parties  regarding the amount payable in
      terms of 5.7,  the  dispute may be referred by any party to the dispute to
      Southgold's  auditors,  acting as experts,  not as arbitrators,  who shall
      determine  the  dispute  on an  expedited  and  informal  basis  and whose
      determination  shall be final and binding on the parties in the absence of
      manifest error.

6.    ADDITIONAL CONSIDERATION

6.1   If GBG exercises the rights acquired by it from the Southgold Shareholders
      in terms of 4, the following additional consideration shall be payable for
      such rights:

6.1.1     GBG will pay the Southgold Shareholders in cash the consideration paid
          by Eyesizwe to  Southgold  after the  Signature  Date for the right to
          participate   in  the  Burnstone   Gold  Project  (but  excluding  any
          contributions paid by Eyesizwe towards the costs of the Burnstone Gold
          Project after the Development  Commitment  Date). The consideration to
          be paid by Eyesizwe on  completion of the Bankable  Feasibility  Study
          will be not less than ZAR15 000 000,00 or 20% of the net present value
          of the Burnstone  Gold Project  determined by applying a discount rate
          of 9%, the resulting net present value being  discounted by 80%, up to
          a  maximum  of  ZAR22  500 000,00.  GBG  shall  pay to  the  Southgold
          Shareholders the amount received from Eyesizwe within seven days after
          receipt by Southgold of Eyesizwe's payment;

6.1.2     if the Bankable  Feasibility Study is completed at a cost of less than
          $ 7 500  000,00  (including  the  expenditure  of not less than $1 500
          000,00 in respect of further exploration of the Burnstone Gold Project
          contemplated  in 10.1),  within 14 days of  completion of the Bankable
          Feasibility Study GBG shall issue to the Southgold Shareholders in the
          Southgold  Shareholders'  Proportions  such  number of GBG shares at a
          notional  issue price of $1,00 per GBG share credited as fully paid up
          for no consideration to the Southgold  Shareholders as is equal to the
          difference between $ 7 500 000,00 and the actual cost of completion of
          the Bankable Feasibility Study; and

6.1.3     if the Bankable Feasibility Study determines that:

6.1.3.1        the  Burnstone  Gold Project has total  proven,  probable  and/or
               indicated  cumulative  reserves of gold  adjusted  for mining and
               geological  dilution  factors  in  situ  of  more  than 3 500 000
               ounces,  for every 500 000  ounces of  reserves  or part  thereof
               determined by the Bankable  Feasibility  Study in excess of 3 500
               000 ounces, GBG shall issue to the Southgold  Shareholders in the
               Southgold Shareholders'  Proportions 500 000 GBG common shares to
               a maximum of  1 500 000  GBG common  shares or a pro rata portion
               thereof,  credited as fully paid up for no  consideration  to the
               Southgold Shareholders ; and

6.1.3.2        as at the date of the Bankable  Feasibility  Study, the full mine
               and mill  operating  costs  per ounce of gold  production  of the
               Burnstone  Gold  Project are $150,00 or less,  GBG shall issue to
               the  Southgold   Shareholders  in  the  Southgold   Shareholders'
               Proportions 500 000 GBG common shares, credited as fully paid up.

6.2   If GBG does not pay the  consideration  contemplated  in 5.3 and/or 5.4 in
      whole or in part  and/or  has not paid any of the  amounts  of  additional
      consideration contemplated in this 6 or provided Southgold with any of the
      funding  contemplated in this agreement for purposes of development of the
      Burnstone Gold Project, GBG shall have no further obligation to do so. If,
      however,  at  such  time  GBG has  paid  any  amounts  in  respect  of the
      additional  consideration  contemplated  in this 6 or  provided  any  such
      funding,  the Southgold  Shareholders  and Southgold  shall be entitled to
      retain such amounts, which shall not be repayable to GBG.

7.    PAYMENT

7.1   All  monetary  loans or  payments  referred to in 5 and 6 shall be made in
      cash,  free of commission,  exchange,  deduction or set off, by electronic
      transfer to the bank account nominated by the relevant payee.

7.2   The Southgold  Shareholders  hereby  nominate  attorneys Paul Botha Inc to
      receive  payment or  delivery,  as the case may be, on their behalf of all
      cash payments and all securities  referred to in 5 (other than the payment
      referred  to in 5.1.1)  and 6.  Payment to Paul Botha Inc on behalf of the
      Southgold  Shareholders  shall be a full  and  proper  discharge  of GBG's
      obligations to pay the said amount to the Southgold Shareholders.

7.3   Interest  shall accrue on any amount  required to be paid in terms of this
      agreement but not paid when due  calculated at the Prime Rate from the due
      date until the date upon which payment is made, both dates inclusive.

8.    EXERCISE OF OPTIONS

8.1   Forthwith after the Signature Date the Southgold  Shareholders  shall sign
      transfer forms in respect of their Shares, transferring the Shares to GBG,
      but shall leave the dates blank,  and shall deliver the transfer forms and
      the  certificates  in respect of their Shares to attorneys Paul Botha Inc,
      to be held until GBG exercises the rights  referred to in 4, whereupon the
      said  transfer  forms and share  certificates  shall be  delivered  to GBG
      against  issue and delivery of the relevant GBG shares and GBG Warrants to
      Paul Botha Inc.

8.2   The rights  referred to in 4 shall be exercised  by written  notice to the
      Southgold  Shareholders and upon receipt  thereof,  against payment of the
      consideration  in  accordance  with 5, the  Southgold  Shareholders  shall
      deliver to GBG:

8.2.1     the share  certificates  in  respect  of which GBG has  exercised  the
          rights referred to in 4.1 or 4.2, as the case may be;

8.2.2     duly  completed and signed  transfer forms in respect of which GBG has
          exercised  the rights  referred  to in 4.1 or 4.2, as the case may be,
          transferring the Shares to GBG;

8.2.3     a certified  copy of a resolution of  Southgold's  board of directors,
          approving the transfer of the Southgold Shareholders' Shares to GBG;

8.2.4     after the exercise of the right referred to in 4.2, if so requested in
          writing by GBG,  written  resignations  of the  directors,  the public
          officer, secretary and auditors of Southgold and a certified copy of a
          resolution  of   Southgold's   board  of   directors,   approving  the
          appointment  of the  directors,  the  public  officer,  secretary  and
          auditors appointed by GBG.

8.3   GBG shall pay the stamp duty  payable on the  transfer  of the Shares from
      the Southgold Shareholders.

9.    FUNDING OF THE BURNSTONE GOLD PROJECT

9.1   The Southgold  Shareholders have funded the  pre-feasibility  stage of the
      Burnstone Gold Project.

9.2   GBG shall not be entitled to exercise the rights referred to in 4.2 unless
      it has funded the Bankable  Feasibility  Study on loan account or provided
      documentary  evidence  to the  reasonable  satisfaction  of the  Southgold
      Shareholders of the provision and availability of funds for the payment of
      those of the costs  which have not yet been paid  related to the  Bankable
      Feasibility  Study, the aggregate costs thereof being estimated at $ 7 500
      000,00.

9.3   If Eyesizwe does not succeed in delivering the  GFL-Randex  Mineral Rights
      to Southgold, GBG shall not be entitled to exercise the rights referred to
      in 4.2 (to the  extent  that they have not been  exercised  at that  time)
      unless it will fund the cost of  exercising  the  Option in respect of the
      GFL-Randex  Mineral  Rights  in  terms  of the  Prospecting  Agreement  or
      otherwise by whatsoever means acquire the GFL-Randex Mineral Rights.

10.   INITIAL EXPLORATION PROGRAMME AND BANKABLE FEASIBILITY STUDY BUDGET

10.1  During the period from the  Signature  Date to 30 April 2003,  GBG on loan
      account  shall  fund not less than $1 500  000,00 in  respect  of  further
      exploration  of  the  Burnstone  Gold  Project,   including  drilling,  in
      accordance with an agreed  programme of work to be formulated by Southgold
      and GBG as set out in Schedule 7.

10.2  GBG and Southgold  shall keep each other  informed  regarding such further
      exploration activities and shall provide each other with reasonable access
      to all records and  information  in regard  thereto and shall  permit each
      other to make copies thereof.

10.3  Should GBG not exercise  the rights  referred to in 4, GBG shall on demand
      deliver to Southgold all information,  records,  samples and copies of all
      processed information in its possession or in the possession of its agents
      in respect of the  further  exploration  activities  referred  to in 10.1.
      Furthermore,  in such circumstances,  GBG shall not be entitled to recover
      from Southgold any payment or compensation in respect of such  exploration
      activities,  but shall forfeit any such claims against  Southgold once and
      for all, subject to the indemnity set forth in 5.6.1.

10.4  If pursuant to the Burnstone Gold Project Southgold is required to pay any
      costs or incur  expenditure  not  contemplated  in 9 and this 10, GBG will
      advance  loans to Southgold to enable  Southgold to pay such costs subject
      to prior approval by the Management Committee as set forth in Schedule 8.

10.5  Any such loans shall be  unsecured,  shall not bear interest and shall not
      be repayable before GBG has exercised the right referred to in 4.2.

10.6  By no later than 31 October 2003 (or such later date as may be  determined
      by the  Management  Committee)  Southgold  and  GBG  shall  submit  to the
      Management  Committee a proposed  Programme and Budget (as contemplated in
      3.6 of Schedule 8) to complete the Bankable Feasibility Study.

11.   MANAGEMENT OF THE BURNSTONE GOLD PROJECT

      The Burnstone  Gold Project will be managed from the Signature  Date until
      31 January 2004 or later as contemplated in 4.2 by agreement  between GBG,
      Southgold  and  Eyesizwe,  as parties to the  Management  Agreement,  such
      Management  Agreement  to be on the terms set forth in  Schedule  8. It is
      recorded  that to the  extent  that  any  Activities  (defined  as such in
      Schedule  8) are  required  to be carried  out,  or are carried out at the
      discretion  of GBG, in the course of the  Burnstone  Gold  Project,  these
      Activities  will both until and after the date specified in 4.1 be carried
      out by GBG for Southgold, as Southgold's agent.

12.   WARRANTIES

12.1  The warranties, representations and undertakings referred to in:

12.1.1    Schedule 5 hereto are made and given by GBG in favour of the Southgold
          Shareholders; and

12.1.2    Schedule 6A hereto are made and given by  Southgold  in favour of GBG;
          and

12.1.3    Schedule 6B hereto are made and given by the Southgold Shareholders in
          favour of GBG.

12.2  The warranties are given on the following basis:

12.2.1    each warranty  shall prima facie be deemed to be a  representation  of
          fact;

12.2.2    each warranty shall be presumed to be material  unless the contrary is
          proved; and

12.2.3    each  warranty  shall be a separate  warranty and in no way limited or
          restricted  by reference  to or inference  from the terms of any other
          warranty.

12.3  Save when expressly stated to the contrary, the warranties are valid as at
      the Signature  Date,  the Closing Date,  the date upon which GBG exercises
      the rights  acquired by it from the Southgold  Shareholders  in terms of 8
      and the periods between those dates.

13.   INDEMNITIES

13.1  Without  prejudice  to any of the  rights  of the  Southgold  Shareholders
      arising  from  any  of  the  other  provisions  of  this  agreement,   GBG
      indemnifies the Southgold  Shareholders  and holds it harmless against all
      loss,  liability,  damage or expense which the Southgold  Shareholders may
      suffer as a result of or which may be attributable to any breach by GBG of
      any of the warranties and provisions of 12. Notwithstanding  anything else
      contained  in  this   agreement  or  elsewhere,   GBG  shall  not  in  any
      circumstances be liable for any consequential loss or consequential damage
      suffered by the Southgold Shareholders.

13.2  the Southgold  Shareholders  shall be deemed to have suffered a loss equal
      to the amount of any liabilities or claims against which it is indemnified
      in terms of 13.1.

13.3  If the  Southgold  Shareholders  become aware of any matter which may give
      rise to a claim  against  GBG in  terms  of any  indemnity  given in 13.1,
      notice of the claim and full details of it shall be given by the Southgold
      Shareholders  to GBG as soon as  reasonably  possible  after the Southgold
      Shareholders  become aware of it and, if the claim in question  arises out
      of or is connected  with a claim by, or liability  to, a third party,  the
      claim shall not be compromised or settled without the consent of GBG.

13.4  GBG shall be entitled,  after consulting with the Southgold  Shareholders,
      to avoid, dispute,  resist,  appeal,  compromise or contest any claim by a
      third party in the name of the Southgold  Shareholders  and to control any
      proceedings  arising out of the  exercise  of any of those  rights by GBG,
      provided that GBG:

13.4.1    indemnifies the Southgold  Shareholders  against all reasonable costs,
          charges,  liabilities  and  expenses  which  may  be  incurred  by the
          Southgold  Shareholders  for the  purposes  of or in  connection  with
          anything  done by GBG in the  name of the  Southgold  Shareholders  in
          accordance with the provisions of this 13.4;

13.4.2    furnishes the Southgold  Shareholders with such security for all those
          costs, charges, liabilities and expenses as the Southgold Shareholders
          may reasonably require and as and when it may so require.

13.5  the Southgold  Shareholders  shall not be obliged to incur any such costs,
      charges,  liabilities and expenses unless and until any security  required
      in terms of 13.4.2 has been duly furnished.

13.6  GBG  shall  make  available  to  the  Southgold   Shareholders   all  such
      information  and  assistance  and  sign  all  such  documentation  as  may
      reasonably be required by the Southgold  Shareholders  for the purposes of
      avoiding, disputing, resisting, appealing, compromising and contesting any
      such claim or liability.

13.7  The  provisions of 13.1 to 13.6 shall apply mutatis  mutandis in favour of
      GBG vis-a-vis the warranties made and given to GBG by:

13.7.1    Southgold in terms of 12.1.2; and

13.7.2    the Southgold Shareholders in terms of 12.1.3.

14.   ACCOUNTS

14.1  GBG shall  procure  that the GBG Accounts are prepared by GBG and reported
      upon by GBG's  auditors and are signed by the CEO and CFO of GBG on behalf
      of the Board of  Directors of GBG without  qualification  and on the basis
      that the GBG Accounts accurately and correctly reflect the affairs, assets
      and liabilities of GBG.

14.2  The  Southgold  Audited  Accounts  shall be prepared and reported  upon by
      Southgold's  auditors  without  qualification  and signed on behalf of the
      Board of Directors of  Southgold on the basis that the  Southgold  Audited
      Accounts  accurately  and  correctly  reflect  the  affairs,   assets  and
      liabilities of Southgold.

14.3  The  Southgold  January 2004  Accounts  shall be prepared by Southgold and
      signed on behalf of Southgold's  board of directors on the basis that they
      accurately and correctly  reflect the affairs,  assets and  liabilities of
      Southgold .

14.4  Southgold or GBG, as the case may be, shall procure that the Accounts:

14.4.1    are drawn up on a historical cost basis:

14.4.1.1       in accordance with accounting  practice generally accepted in the
               RSA or in Canada, as the case may be;

14.4.1.2       on the basis of  accounting  practice  consistent  with  previous
               financial years;

14.4.1.3       in accordance with the provisions of the RSA Companies Act, 61 of
               1973, as amended, or the Company Act in British Columbia,  as the
               case may be; and

14.4.1.4       to  fairly  reflect  the  financial  position,  profits,  assets,
               liabilities  (including  contingent,  unquantified  and  disputed
               liabilities) affairs, operations and results of Southgold or GBG,
               as the case may be,  as at the date and for the  period  to which
               they relate;

14.4.1.5       so as to  ensure  that  items  of  revenue  or  expense  properly
               attributable  to the current  period ended on the relevant  date,
               shall be  brought  into  account  in that  period,  and shall not
               affect the  reported  profits  for any  preceding  or  succeeding
               period;

14.4.2    accurately reflect:

14.4.2.1       the value of the fixed  assets of  Southgold  or GBG, as the case
               may be, at the difference between the historical cost thereof and
               depreciation   reckoned   thereon  on  the  straight  line  basis
               previously  applied in the  depreciation  of fixed  assets of the
               types in question;

14.4.2.2       cash on hand;

14.4.2.3       the value  attributable to claims against debtors (if applicable)
               of Southgold or GBG, as the case may be;

14.4.2.4       as liabilities  the capital  amounts owing in terms of instalment
               sale agreements  and/or  financial lease agreements in accordance
               with generally accepted accounting practice in the RSA or Canada,
               as the case may be.

14.5  Neither  Southgold  nor GBG has and  will  have any  liabilities,  whether
      actual or contingent  (save for those incurred in the ordinary and regular
      course of conduct of  Southgold  or GBG's  business,  as the case may be),
      other than as disclosed in the Accounts.

15.   SALE RESTRICTIONS ON THE SOUTHGOLD SHAREHOLDERS

15.1  The Southgold Shareholders shall inform GBG in writing should they wish to
      dispose of the whole or part of the 10 000 000 GBG common shares  obtained
      by the Southgold  Shareholders in terms of 5.3.2 and the price at which it
      they are willing to dispose of the shares.

15.2  GBG shall use all  reasonable  commercial  efforts to find a buyer for the
      shares the  Southgold  Shareholders  have  indicated  they wish to sell in
      terms of 15.1 (up to a maximum of  6 000 000  of such shares) at a minimum
      price of $1,00 each on terms and  conditions  acceptable  to the Southgold
      Shareholders.

15.3  GBG will have the right to require the Southgold  Shareholders  to sell up
      to 50% of the GBG shares the Southgold  Shareholders  have  indicated they
      wish to sell in terms of 15.1 at the highest market price obtainable,  but
      provided the price shall not be less than $1,00 per share.

15.4  The Southgold Shareholders shall pay any brokerage fees payable in respect
      of the  sale  of  their  shares  in  terms  of  15.2 or  15.3.  Any  other
      transaction costs relating to such sales will be borne by GBG.

15.5  Should GBG fail to place the shares  referred to in 15.2 within 30 days of
      notification  by the Southgold  Shareholders in terms of 15.1 and provided
      that any regulatory hold or selling  restriction  period in respect of the
      shares has expired,  the Southgold  Shareholders shall be entitled to sell
      the shares without restriction,  except those arising from laws of general
      application.

15.6  Once the  Southgold  Shareholders  have once  complied  with the procedure
      outlined  in 15.1 and 15.3 in respect  the  disposal of all or part of the
      GBG common  shares  acquired  by the  Southgold  Shareholders  in terms of
      5.3.2,  there  shall be no  further  restrictions  in favour of GBG on the
      Southgold  Shareholders'  right to deal with any of the GBG common  shares
      acquired by the Southgold Shareholders in terms of this agreement.

16.   VOTING OF GBG SHARES AND APPOINTMENT OF DIRECTORS

16.1  For a period of five years  after 30 April  2003 or until they  dispose of
      the GBG common shares  acquired in terms of this  agreement,  whichever is
      the sooner, the Southgold Shareholders agree to vote any GBG common shares
      held by them  pursuant  to this  agreement  in favour  of those  items and
      resolutions   for  which  GBG's  Board  of  Directors   has  requested  or
      recommended that shareholders vote at any GBG shareholders' meetings.

16.2  For so long as the Southgold Shareholders hold more than 10% of the issued
      share  capital of GBG (or for so long as the Southgold  Shareholders  have
      the right to  acquire  10% or more of GBG's  issued  share  capital),  the
      Southgold  Shareholders  shall be  entitled  to appoint  not less than two
      directors to GBG's Board of Directors and GBG's undertakes to procure such
      appointment.

17.   OBLIGATIONS OF THE SOUTHGOLD SHAREHOLDERS

17.1  The Southgold  Shareholders  shall be entitled to charge competitive arm's
      length or market-related fees for any services they render to Southgold in
      relation to the Burnstone Gold Project.

17.2  The Southgold  Shareholders shall be obliged (which obligation shall arise
      on the Signature Date) to procure for and on behalf of Southgold:

17.2.1    the  registration  of the  Options as soon as  reasonably  practicable
          after the Signature Date, at the cost of the Southgold Shareholders;

17.2.2    addenda to each of the Options (other than the Prospecting Agreement),
          to  record  that the  registration  thereof  and the  registration  of
          cessions  emanating from such  contracts  pursuant to exercises of the
          options  contained in the Options shall be attended to by  Southgold's
          attorneys and not Webber  Wentzel  Bowens.  In respect of those of the
          options  granted by the Graham Buck Trust,  the Clayton  Mineral Trust
          CC, MM Kamffer and LA Collins,  the Southgold  Shareholders  shall use
          reasonable  commercial  endeavours  to  procure  forthwith  after  the
          Signature  Date addenda to record that the purchase price as stated in
          those Options shall be diminished to the extent that the grantors hold
          only percentages of the mineral rights;

17.2.3    that the prospecting  agreement  between  Southgold and Mr J. D. H. Le
          Roux in  respect  of the  Remaining  Extent  of  Portion 5 of the Farm
          Rustfontein  548 IR be  amended  so that  Mrs Le  Roux,  Mr Le  Roux's
          spouse,  to whom he is married in  community  of  property,  becomes a
          party to the agreement.

17.3  GBG and the Southgold Shareholders undertake that they shall not, directly
      or  indirectly,  acquire any  mineral or surface  rights in respect of the
      Properties or on  properties  (so defined by reference to the title deeds)
      contiguous  thereto.  Furthermore,  if  the  Southgold  Shareholders  have
      already  acquired such mineral and/or surface rights,  they shall transfer
      those rights to  Southgold  when  requested  to do so for a  consideration
      equal to their  out-of-pocket  expenses in respect of the  acquisition  of
      such rights, as verified by supporting documentation.

17.4  Forthwith after the Signature Date the Southgold  Shareholders together or
      individually  shall  disclose to GBG in writing  details of any surface or
      mineral  rights  held  by  them  directly  or  indirectly  in  respect  of
      properties  contiguous  to the  Properties  and any  such  rights  held or
      controlled by their shareholders directly or indirectly.

18.   PUMA

18.1  The undertaking  referred to in 17.3 shall not apply to the farm Doornhoek
      577 IR  ("the  Doornhoek  Property").  Puma  Gold  (Proprietary)  Limited,
      Registration Number  2002/000030/07  ("Puma") holds prospecting and option
      contracts  over four  portions  of the  Doornhoek  Property  (being  those
      specified  on the  Schedule  annexed  hereto  as  Schedule  9) ("the  Puma
      Options")  which  confer upon Puma the right to explore and to acquire the
      mineral  rights  specified  in the Puma  Options.  In  addition,  Puma has
      applied for prospecting permits pursuant to the Puma Options.

18.2  The  Southgold  Shareholders  other than Pangea ("the Puma  Shareholders")
      hold the entire issued share capital of Puma in the following  proportions
      ("the Puma Shareholders' Proportions"):

18.2.1    Arequipa, 22%;

18.2.2    Exploration Targets, 22%;

18.2.3    John Cruise, 22%;

18.2.4    Rietbult Exploration, 12,5%; and

18.2.5    Sovereign Portfolios, 21,5%.

18.3 Between  the  Signature  Date and the date of  completion  of the  Bankable
     Feasibility Study, on loan account GBG shall fund:

18.3.1    exploration  expenditure on direct exploration (including the costs of
          a drilling  contractor,  assay costs and pro rata airborne  geophysics
          expenses only) of the Puma Options in an amount of $100 000,00; or

18.3.2    the drilling of exploration  boreholes to a cumulative  depth of 1 500
          meters on the  relevant  portions of the  Doornhoek  Property  and the
          associated assay work;


          (whichever is the greater),  in accordance with a programme of work to
          be agreed upon by GBG and the Puma Shareholders and failing agreement,
          determined  by the  Management  Committee  appointed  in  terms of the
          Management Agreement referred to in 11.

18.4  The loan account  referred to in 18.3 shall be  unsecured,  shall not bear
      interest and shall not be  repayable  before GBG has  exercised  the right
      referred to in 18.5.

18.5  The Puma Shareholders hereby irrevocably grant to GBG (or its nominee) the
      right to acquire all (but not part) of their  shares in and claims on loan
      account against Puma.

18.6  The right shall be  exercisable  by written  notice  delivered to the Puma
      Shareholders  by GBG (or its nominee) during the period from the Signature
      Date to the date of  completion of the Bankable  Feasibility  Study and if
      not exercised  during such period,  shall lapse and be of no further force
      or effect.

18.7  Forthwith after the Signature Date the Puma Shareholders shall:

18.7.1    sign undated  transfer  forms in respect of their Puma shares in blank
          as to the transferee; and

18.7.2    sign written  cessions of their claims on loan account  against  Puma,
          ceding their claims to GBG (or its nominee);

          and shall deliver the transfer  forms,  their Puma share  certificates
          and the  cessions  of their  claims on loan  account  against  Puma to
          attorneys  Paul  Botha  Inc,  to be held  until  GBG (or its  nominee)
          exercises the rights referred to in 18.5,  whereupon the said transfer
          forms,  share  certificates and cessions shall be delivered to GBG (or
          its nominee) against payment of the consideration referred to in 18.8.

18.8  In  consideration  for the Puma  shares and claims,  GBG (or its  nominee)
      shall pay the Puma  Shareholders  $2,00  per  ounce of the  total  proven,
      probable and/or  indicated  cumulative  reserves of gold determined in the
      Bankable  Feasibility  Study adjusted for mining and  geological  dilution
      factors  in  situ on or  under  the  relevant  portions  of the  Doornhoek
      Property  referred to in the Puma Options,  subject to a the consideration
      being limited to a maximum sum of $500 000,00.

18.9  If GBG and the Puma  Shareholders  cannot  agree about the quantum of gold
      reserves  in situ on or  under  the  relevant  portions  of the  Doornhoek
      Property,  the dispute shall be referred to an  independent  expert agreed
      upon by the parties and failing  agreement,  chosen by the Chairperson for
      the time being of the South  African  Institute of Mining and  Metallurgy,
      for  determination,  and the  expert's  determination  shall be final  and
      binding on the parties in the absence of manifest error.

18.10 GBG (or its nominee)  shall pay the  consideration  referred to in 18.8 in
      cash within 30 days of  exercise  of the right by GBG (or its  nominee) or
      within seven days after the expert has made his  determination in terms of
      18.9, as the case may be.  Payment  shall be made to attorneys  Paul Botha
      Inc and such payment shall  constitute a valid discharge of the obligation
      to pay such consideration to the Puma Shareholders.

18.11 GBG (or its  nominee)  shall pay the stamp duty payable on the transfer of
      the Puma shares from the Puma Shareholders.

18.12 If GBG cedes and assigns its rights and obligations in terms of this 18 to
      a nominee,  GBG  hereby  binds  itself in favour of the Puma  Shareholders
      jointly and  severally as surety and  co-principal  debtor in solidum with
      such nominee for the performance of the nominee's  obligations  hereunder,
      renouncing the benefits of excusiion, division and cession of action.

18.13 Should GBG not  exercise  the  rights  referred  to in 18.5,  GBG shall on
      demand deliver to the Puma Shareholders all information,  records, samples
      and  copies  of all  processed  information  in its  possession  or in the
      possession of its agents in respect of the further exploration  activities
      referred to in 18.3. Furthermore, in such circumstances,  GBG shall not be
      entitled to recover  from Puma any payment or  compensation  in respect of
      such  exploration  activities,  but shall forfeit any such claims  against
      Puma once and for all.  The latter  undertaking  constitutes  a  stiplatio
      alteri in favour of Puma which Puma, by its signature hereto, accepts.

18.14 The warranties,  representations and undertakings  referred to in Schedule
      10 hereto are made and given by the Puma  Shareholders in favour of GBG on
      the same basis as the  warranties  referred to in 12 mutatis  mutandis and
      the Puma Shareholders in the Puma Shareholders'  Proportions indemnify GBG
      in respect of breaches  thereof on the terms and  conditions of 13 mutatis
      mutandis.

19.   CONFIDENTIALITY

19.1  Subject to 19.2, each party  undertakes to the other that it will treat as
      confidential  the terms of this  agreement  together with all  information
      whether of a technical  nature or otherwise  relating in any manner to the
      business  or affairs of the other  parties  as may be  communicated  to it
      hereunder or  otherwise in  connection  with this  agreement  and will not
      disclose such  information  to any person,  firm or company (other than to
      its auditors and other  professional  advisers) or to the media,  and will
      not use such  information  other than for the purposes of this  agreement,
      subject  always to any prior  specific  authorisation  in  writing  by the
      parties concerned to such disclosure or use.

19.2  The provisions of 19.1 shall not apply to any information which -

19.2.1    is in the public domain other than by default of the recipient party;

19.2.2    is obtained by the recipient party from a bona fide third party having
          the right to disseminate such information;

19.2.3    is or has already been independently generated by the recipient party;

19.2.4    is  required to be  disclosed  by law or the valid order of a court of
          competent  jurisdiction  or the request of any  governmental  or other
          regulatory  authority  or  agency  (in  such  jurisdictions  as may be
          applicable),  in which event the disclosing  party shall so notify the
          other as promptly as practicable  (and if possible prior to making any
          disclosure)   and  shall  use  its   reasonable   endeavours  to  seek
          confidential treatment of such information.

19.3  The obligations  contained in this 9.3 shall endure beyond the termination
      of this agreement  without limit in time except and until any confidential
      information enters the public domain otherwise than through default of the
      recipient party.

19.4  GBG  shall  be  entitled  to make  announcements  in  connection  with the
      transactions  contemplated  in this  agreement to its  shareholders  or in
      compliance  with  regulations of the TSX Venture  Exchange  providing that
      such  announcements  shall be approved in advance by Pangea which shall be
      given  a  draft  copy  of  the  proposed  announcement  and  shall  have a
      reasonable  opportunity  to comment in the  context of the need for timely
      disclosure of material events as required by the rules and/or  regulations
      of the TSX Venture Exchange or any other applicable regulatory authorities
      and  in  default  of  such  timely  comment,  GBG  may  proceed  with  the
      announcement.

20.   BREACH

20.1  Should a party breach any  provision of this  agreement and fail to remedy
      that  breach  within 30 days of  receiving  written  notice from any other
      party  requiring it to do so, then that party shall be  entitled,  without
      prejudice  to any  other  rights  that it may  have,  whether  under  this
      agreement or in law, to cancel this  agreement  without notice or to claim
      immediate specific  performance of all the defaulting party's obligations,
      whether or not due for performance,  in either event without  prejudice to
      the aggrieved party's right to claim damages.

20.2  Notwithstanding  the above,  no party  shall be  entitled  to cancel  this
      agreement  unless the breach is a material  breach of a material term that
      goes to the root of the contract and the remedy by specific performance or
      payment of damages would not adequately prevent the other party from being
      prejudiced.

21.   CESSION AND ASSIGNMENT

21.1  With the prior written consent of the Southgold Shareholders,  which shall
      not be unreasonably withheld or delayed, GBG may cede or assign its rights
      and  obligations  under this  agreement in whole or in part to a direct or
      indirect  subsidiary  of GBG,  provided,  however,  that  GBG may cede its
      rights only to transfer of the Shares subject to the option in clause 4 to
      such a  subsidiary  without  the  consent,  but  merely on notice  to, the
      Southgold Shareholders.

21.2  With the prior  written  consent of GBG,  which shall not be  unreasonably
      withheld or delayed,  the Southgold  Shareholders may cede or assign their
      rights and obligations  under this agreement in whole or in part to an RSA
      company or trust  established  by them for the purpose,  it being recorded
      that the Exchange Control Department of the South African Reserve Bank may
      require the GBG common  shares and GBG Warrants  received by the Southgold
      Shareholders  in terms of this agreement to be housed in a special purpose
      vehicle to ensure that the proceeds  thereof are dealt with in  accordance
      with RSA exchange controls.

22.   DOMICILIUM AND NOTICES

22.1  The parties  choose  domicilium  citandi et executandi for all purposes of
      the  giving of any  notice,  the  payment of any sum,  the  serving of any
      process and for any other purpose arising from this agreement, as follows-

22.2

22.2.1    GREAT BASIN GOLD LTD


                                                     1020-800 West Pender Street
                                                     Vancouver
                                                     British Columbia
                                                     Canada
                                                     VC6C2V6

                    fax                     -        +091 604 684 8092

                    For attention           -        Ron Thiessen


22.2.2    SOUTHGOLD EXPLORATION (PROPRIETARY) LIMITED

                                           Unit C
                                           Central Park Suites
                                           Corner Main Street and Orchard Avenue
                                           Randburg

                    fax                     -        +27 11 886 7020
                    For Attention           -        Rob Still / Patrick Cooke


22.2.3    THE SOUTHGOLD SHAREHOLDERS

                                           C/o Southgold
                                           Unit C
                                           Central Park Suites
                                           Corner Main Street and Orchard Avenue
                                           Randburg

                    fax                     -        +27 11 886 7020
                    For attention           -        Rob Still / Patrick Cooke


22.2.4    THE PUMA SHAREHOLDERS      Science Park
                                            1 Northway
                                            Kelvin
                                            Sandton

                    fax                     -        +27 11 804 4972
                    For attention John Cruise

22.3  Each party shall be entitled from time to time,  by written  notice to the
      other/s, to vary its domicilium to any other physical address.

22.4  Any notice given and any payment made by a party to another party which is
      delivered by hand during the normal business hours of the addressee at the
      addressee's  domicilium shall be rebuttably presumed to have been received
      by the addressee at the time of delivery.

22.5  Any notice  given by a party to another  party by fax shall be  rebuttably
      presumed to have been  received by the addressee on the date of successful
      transmission thereof.

22.6  Notwithstanding  anything to the contrary in this 21, a written  notice or
      other communication  actually received by a party shall be adequate notice
      to it  notwithstanding  that the  notice  was not  delivered  to its given
      domicilium.

23.   APPLICABLE LAW

      All  matters  arising  from or in  connection  with  this  agreement,  its
      validity,  existence or termination shall be determined in accordance with
      the laws for the time being of the RSA.

24.   GENERAL

24.1  This document  constitutes  the sole record of the  agreement  between the
      parties in relation to its subject matter.

24.2  No party shall be bound by any  representation,  warranty,  promise or the
      like not recorded in this document.

24.3  No  addition  to,  variation,  novation  or  agreed  cancellation  of this
      agreement  shall be of any force or effect unless in writing and signed by
      or on behalf of the parties.

24.4  No  suspension  of a right to enforce  any term of this  agreement  and no
      pactum de non  petendo  shall be of any force or effect  unless in writing
      and duly signed by or on behalf of the parties.

24.5  No indulgence  which a party may grant to another party shall constitute a
      waiver of any of the rights of the  grantor  unless in  writing  signed by
      both parties.

24.6  All  costs,  charges  and  expenses  of any nature  whatever  which may be
      incurred by a party in  enforcing  its rights in terms of this  agreement,
      including  without limiting the generality of the aforegoing,  legal costs
      on the  scale  of  attorney  and own  client  and  collection  commission,
      irrespective  of  whether  any  action  has  been  instituted,   shall  be
      recoverable  on demand  from the  party  against  which  such  rights  are
      successfully enforced and shall be payable on demand.

24.7  The   provisions   of  this   agreement   shall   be   binding   upon  the
      successors-in-title-   and  the   permitted   assigns   of  the   parties.
      Accordingly,  the rights and  obligations  of each party  pursuant to this
      agreement  shall  devolve  upon  and  bind  its   successors-in-title  and
      permitted assigns.

24.8  All provisions in this agreement are,  notwithstanding the manner in which
      they have been put together or linked  grammatically,  severable from each
      other.  Any provision of this agreement which is or becomes  unenforceable
      in any  jurisdiction,  whether due to  voidness,  invalidity,  illegality,
      unlawfulness  or  for  any  other  reason   whatsoever,   shall,  in  such
      jurisdiction only and only to the extent that it is so  unenforceable,  be
      treated as pro non scripto and the remaining  provisions of this agreement
      shall be of full force and effect.  The parties  declare  that it is their
      intention that this agreement would be executed without such unenforceable
      provisions if they were aware of such  unenforceability at the time of its
      execution.

25.   COSTS

25.1  The Southgold  Shareholders  shall pay Brait Advisory  Services  Limited's
      fees  and  costs  of  and  incidental  to  the  drafting,   execution  and
      implementation of this agreement.

25.2  The parties will pay their own costs in regard to any  independent  advice
      sought by them for purposes of the negotiation of this agreement.

26.   COUNTERPARTS

      This agreement may be signed in separate counterparts, each of which shall
      be  deemed  to be an  original  and  all of  which  taken  together  shall
      constitute one and the same instrument. A counterpart of this agreement in
      telefax form shall be  conclusive  evidence of the original  signature and
      shall be as effective in law as the  counterparts in original form showing
      the original signatures.



Signed at          Vancouver, BC                on        5th November      2002


/s/ Great Basin Gold Ltd.
________________________________________________________
For: GREAT BASIN GOLD LTD
who warrants that he is duly authorised hereto



Signed at         Randburg                      on        4th November      2002


/s/ Southgold Exploration (Proprietary) Limited
________________________________________________________
For: SOUTHGOLD EXPLORATION (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto



Signed at         Randburg                       on       4th November      2002


/s/ Arequipa Holdings (Proprietary) Limited
________________________________________________________
For: AREQUIPA HOLDINGS (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto

Signed at         Randburg                        on      4th November      2002


/s/ Exploration Targets (Proprietary) Limited
________________________________________________________
EXPLORATION TARGETS (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto



Signed at        Randburg                         on      4th November      2002


/s/ John Cruise Mining (Proprietary) Limited
________________________________________________________
JOHN CRUISE MINING (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto



Signed at        Randburg                         on       4th November     2002


/s/ Pangea Exploration (Proprietary) Limited
________________________________________________________
PANGEA EXPLORATION (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto



Signed at        Randburg                          on      4th November     2002


/s/ Rietbult Exploration (Proprietary) Limited
________________________________________________________
RIETBULT EXPLORATION (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto

Signed at        Randburg                          on      4th November     2002


/s/ Sovereign Individual Portfolios (proprietary) Limited
________________________________________________________
SOVEREIGN INDIVIDUAL PORTFOLIOS (PROPRIETARY) LIMITED
who warrants that he is duly authorised hereto

Signed at        Randburg                          on      4th November     2002


/s/ Puma Gold (Proprietary) Limited
________________________________________________________
For: PUMA GOLD (PROPRIETARY) LIMITED

who warrants that he is duly authorised hereto

in acceptance of the benefits granted by GBG in terms of clause 18.13 hereof.