---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

 ̈  REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
  OF 1934

OR

x  ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the fiscal year ended **December 31, 2004**

OR

 ̈  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the transition period from _______________ to _______________

Commission file number 0-18760

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

BRITISH COLUMBIA, CANADA (Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender StreetVancouver, British Columbia, Canada V6C 2V6 
  (Address of principal executive offices)

COMMON SHARES WITHOUT PAR VALUE (Title of Class)

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

|Title of Each Class              | Name of each exchange on which registered
|-------------------------------- | -----------------------------------------
|Common shares, without par value | American Stock Exchange                  

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

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

Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common stock as of 
  the close of the period covered by the annual report:

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– 2 –

86,613,379 common shares as of December 31, 2004

Indicate by check mark whether Registrant (1) has filed all
  reports required to be filed by Section 13 or 
  15(d) of the Securities Exchange Act of 1934 during the preceding 12
  months (or for such shorter period 
  that Registrant was required to file such reports), and (2) has been subject
  to such filing requirements for 
  the past 90 days.

Yes x  No
   ̈

Indicate by check mark which financial statement item Registrant
  has elected to follow:

Item 17 x  Item
  18  ̈

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– 3 –



T A B L E   O F   C O N T E N T S

|         |          |                                                                                    | Page
|-------- | -------- | ---------------------------------------------------------------------------------- | ----
|         |          |                                                                                    |     
|PART I   |          | 8                                                                                 
|         |          |                                                                                    |     
|         | ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISORS                        | 9   
|         |          |                                                                                    |     
|         | ITEM 2.  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 10  
|         |          |                                                                                    |     
|         | ITEM 3.  | KEY INFORMATION                                                                    | 11  
|         |          |                                                                                    |     
|         | ITEM 4.  | INFORMATION ON THE COMPANY                                                         | 22  
|         |          |                                                                                    |     
|         | ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 50  
|         |          |                                                                                    |     
|         | ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 59  
|         |          |                                                                                    |     
|         | ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 71  
|         |          |                                                                                    |     
|         | ITEM 8.  | FINANCIAL INFORMATION                                                              | 74  
|         |          |                                                                                    |     
|         | ITEM 9.  | THE OFFER AND LISTING                                                              | 75  
|         |          |                                                                                    |     
|         | ITEM 10. | ADDITIONAL INFORMATION                                                             | 78  
|         |          |                                                                                    |     
|         | ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 94  
|         |          |                                                                                    |     
|         | ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES                       | 95  
|         |          |                                                                                    |     
|PART II  |          | 95                                                                                
|         |          |                                                                                    |     
|         | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 96  
|         |          |                                                                                    |     
|         | ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 97  
|         |          |                                                                                    |     
|         | ITEM 15. | CONTROLS AND PROCEDURES                                                            | 98  
|         |          |                                                                                    |     
|         | ITEM 16. | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
      FEES AND EXEMPTIONS              | 99  
|         |          |                                                                                    |     
|PART III |          | 100                                                                               
|         |          |                                                                                    |     
|         | ITEM 17. | FINANCIAL STATEMENTS                                                               | 101 
|         |          |                                                                                    |     
|         | ITEM 18. | FINANCIAL STATEMENTS                                                               | 102 
|         |          |                                                                                    |     
|         | ITEM 19. | EXHIBITS                                                                           | 103 

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– 4 –

GENERAL

In this Annual Report on Form 20-F, all references to "We",
  "Great Basin" and the "Company" refer to Great Basin Gold Ltd. and its consolidated
  subsidiaries.

The Company uses the Canadian dollar as its reporting currency.
  All references in this document to "dollars" or "$" are expressed in Canadian
  dollars, unless otherwise indicated. See also Item 3 - "Key Information" for
  more detailed currency and conversion information.

Except as noted, the information set forth in this Annual
  Report is as of June 1, 2005 and all information included in this document should
  only be considered correct as of such date.

References to this "Annual Report" mean references to this
  Annual Report on Form 20-F for the year ended December 31, 2004.

GLOSSARY OF TERMS

In this Annual Report, the following terms have the meanings
  set forth herein:

|Carlin-style/type gold deposit | Very fine-grained gold mineralization
        associated with silicification of the sedimentary (limestone and dolomite)
        host rocks.                                                                                                                                                                                                                                                                                                                                                    
|------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|epithermal deposit             | A type of deposit formed at
        low temperature (50-200°C), usually within one kilometre of the earth's
        surface, often as structurally controlled veins.                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|mineral reserve                | Securities and Exchange Commission Industry Guide 7 Description
      of Property by Issuers Engaged or to be Engaged in Significant Mining Operationsof the Securities and Exchange Commission defines a 'reserve' as that
      part of a mineral deposit which could be economically and legally extracted
      or produced at the time of the reserve determination. Reserves consist of:                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               | (1) Proven (Measured) Reserves.Reserves for which: (a) quantity is computed from dimensions revealed
        in outcrops, trenches, workings or drill holes; grade and/or quality are
        computed from the results of detailed sampling; and (b) the sites for
        inspection, sampling and measurement are spaced so closely and the geologic
        character is so well defined that size, shape, depth and mineral content
        of reserves are well-established.              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                               | (2) Probable (Indicated)
        Reserves.Reserves for which quantity and grade and/or quality are
        computed from information similar to that used for proven (measured) reserves,
        but the sites for inspection, sampling and measurement are farther apart
        or are otherwise less adequately spaced. The degree of assurance, although
        lower than that for proven (measured) reserves, is high enough to assume
        continuity between points of observation.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|mineral resource               | Canadian National Instrument
        43-101 Standards of Disclosure for Mineral Projects("NI 43-101")
        defines a "Mineral Resource" as a concentration or                                                                                                                                                                                                                                                                                                                                

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– 5 –

|                | occurrence of natural, solid, inorganic
        or fossilized organic material 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.                                                                                                                                                                                                                                                                                                                                                       
|--------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | Mineral Resources are sub-divided, in
        order of increasing geological confidence, into Inferred, Indicated and
        Measured categories. An Inferred Mineral Resource has a lower level of
        confidence than that applied to an Indicated Mineral Resource. An Indicated
        Mineral Resource has a higher level of confidence than an Inferred Mineral
        Resource but has a lower level of confidence than a Measured Mineral Resource.                                                                                                                                                                                                                                                                                                                                     
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | (1) Inferred Mineral Resource.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.                                                                                                                                                                                                                                                                              
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | (2) Indicated Mineral Resource.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.                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | (3) Measured Mineral Resource.A
        'Measured Mineral Resource' is that part of a Mineral Resource for which
        quantity, grade or quality, densities, shape, 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.
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | Industry Guide 7 – "Description
        of Property by Issuers Engaged or to be Engaged in Significant
        Mining Operations"of the Securities and Exchange Commission does
        not define or recognize resources. As used in this Form 20-F, "resources"
        are as defined in NI 43-101.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|mineral symbols | Au - Gold; Cu - Copper; Pb - Lead; Ag
        - Silver; Zn - Zinc; Mo - Molybdenum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|ore             | A mineral or aggregate of minerals, more
        or less mixed with gangue (non-valuable metalliferous minerals), which
        can be profitably mined given the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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– 6 –

|                                                     | economic circumstances at the time of
        the assessment. Great Basin Gold Ltd. does not hold any interest in properties
        where the mineralization has been determined to currently be ore.                                                                                                                                                               
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                                                                                                                                                                                                                                                                                      
|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.                                                                                                                                                                                                                                                                          
|                                                     |                                                                                                                                                                                                                                                                                                                                                                      
|Witwatersrand
      (Paleoplacer) 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.

MEASUREMENT

Conversion of metric units into imperial equivalents is as follows:

|Metric Units | Multiply by | Imperial Units            
|------------ | ----------- | --------------------------
|Hectares     | 2.471       | = acres                   
|Metres       | 3.281       | = feet                    
|Kilometres   | 0.621       | = miles (5,280 feet)      
|Grams        | 0.032       | = ounces (troy)           
|Tonnes       | 1.102       | = tons (short) (2,000 lbs)
|grams/tonne  | 0.029       | = ounces (troy)/ton       

FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
  These statements appear in a number of different places in this Annual Report
  and can be identified by words such as "anticipates", "estimates", "projects",
  "expects", "intends", "believes", "plans", or their negatives or other comparable
  words. Such forward-looking statements involve known and unknown risks, uncertainties
  and other factors which may cause the Company's actual results, performance
  or achievements to be materially different from any future results, performance
  or achievements that may expressed or implied by such forward-looking statements.
  The statements, including the statements contained in Item 3D "Risk Factors",
  Item 4B "Business Overview", Item 5 "Operating and Financial Review and Prospects"
  and Item 11 "Quantitative and Qualitative Disclosures About Market Risk", are
  inherently subject to a variety of risks and uncertainties that could cause
  actual results, performance or achievements to differ significantly. Forward-looking
  statements include statements regarding the outlook for the Company's future
  operations, plans and timing for its exploration programs, statements about
  future market conditions, supply and demand conditions, forecasts of future
  costs and expenditures, the outcome of legal proceedings, and other expectations,
  intentions and plans that are not historical facts. You are cautioned that any
  such forward-looking statements are not guarantees and may involve risks and
  uncertainties. The Company's actual results may differ materially from those
  in the forward-looking statements due to risks facing the Company or due to
  actual facts differing from the assumptions underlying the Company's predictions.
  Some of these risks and assumptions include:

| | • | general economic and business conditions, including changes
      in interest rates;
| | - | ------------------------------------------------------------------------------------

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– 7 –

| | • | prices of natural resources, costs associated with mineral
      exploration and other economic conditions;                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                     
| | • | natural phenomena;                                                                                                                                  
| |   |                                                                                                                                                     
| | • | actions by government authorities, including changes in government
      regulation;                                                                
| |   |                                                                                                                                                     
| | • | uncertainties associated with legal proceedings;                                                                                                    
| |   |                                                                                                                                                     
| | • | changes in the resources market;                                                                                                                    
| |   |                                                                                                                                                     
| | • | future decisions by management in response to changing conditions;                                                                                  
| |   |                                                                                                                                                     
| | • | the Company's ability to execute prospective
        business plans; and misjudgments in the course of preparing forward-looking
        statements.

The Company advises you that these cautionary remarks expressly
  qualify in their entirety all forward-looking statements attributable to the
  Company or persons acting on its behalf. The Company assumes no obligation to
  update its forward-looking statements to reflect actual results, changes in
  assumptions or changes in other factors affecting such statements. You should
  carefully review the cautionary statements and risk factors contained in this
  and other documents that the Company files from time to time with the Securities
  and Exchange Commission.

---

– 8 –

PART I

---

– 9 –

|ITEM
      1.                 IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|-----------------------------------------------------------------------------------------

A.           DIRECTORS
  AND SENIOR MANAGEMENT

Not Applicable.

B.           ADVISERS

Not applicable.

C.           AUDITOR

Not Applicable.

---

– 10 –

|ITEM 2.                 OFFER
      STATISTICS AND EXPECTED TIMETABLE
|---------------------------------------------------------------------

Not Applicable.

---

– 11 –

|ITEM
      3.                 KEY
      INFORMATION
|---------------------------------------------------

A.           SELECTED
  FINANCIAL DATA

The following tables summarize selected financial data for
  Great Basin extracted from its audited financial statements and related notes
  included in this Annual Report. This financial information is stated in Canadian
  dollars. Information is provided both in accordance with Canadian generally
  accepted accounting principles ("Canadian GAAP") and, when different,
  United States generally accepted accounting principles ("US GAAP").
  This information should be read in conjunction with the Company's financial
  statements and with the information appearing under the heading "Item 5
  - Operating and Financial Review and Prospects". The Company's financial
  statements have been prepared in accordance with Canadian GAAP and are stated
  in Canadian dollars. Note 10 to the Company's financial statements provides
  descriptions of the material measurement differences between Canadian GAAP and
  US GAAP as they relate to the Company and reconciliation of the Company's financial
  statements to US GAAP.

CONSOLIDATED BALANCE SHEET DATA

|(Cdn$000 except number of shares      |   | As at December 31 |  
|------------------------------------- | - | ----------------- | -
|outstanding)                          |   | 2004              |  
|Total Assets                          |   |                   |  
|Canadian GAAP                         | $ | 116,534           |  
|US GAAP                               |   | 116,489           |  
|Total Liabilities                     |   |                   |  
|Canadian GAAP                         |   | 19,750            |  
|US GAAP                               |   | 19,750            |  
|Share Capital and Contributed Surplus |   |                   |  
|Canadian GAAP                         |   | 159,232           |  
|US GAAP                               |   | 161,890           |  
|Deficit                               |   |                   |  
|Canadian GAAP                         |   | (62,448           | )
|US GAAP                               |   | (65,151           | )
|Net Assets                            |   |                   |  
|Canadian GAAP                         |   | 96,784            |  
|US GAAP                               |   | 96,739            |  
|Working Capital                       |   | 17,087            |  
|Plant and Equipment, Net              |   | –                 |  
|Mineral Property Interests            |   | 98,630            |  
|Number of Common Shares               |   |                   |  
|Outstanding at Year End (thousands)   |   | 86,613            |  

---

– 12 –

CONSOLIDATED STATEMENT OF OPERATIONS DATA

|(Cdn$000 except number of common    |  | Year Ended December 31
|----------------------------------- |  | ----------------------
|shares
      and per share amounts) |  | 2004                  
|Exploration Expenditures            |  | 7,691                 
|General and Administrative Expenses |  | 1,948                 
|Foreign Exchange Loss (Gain)        |  | (3,114                
|Interest and Other Income           |  | (506                  
|Future Income Tax Recovery          |  | (1,925                
|Recovery of Accounts Receivable     |  |                       
|Previously Written Off              |  | –                     
|Gain on Sale of Investments         |  |                       
|Canadian
      GAAP                 |  | –                     
|US GAAP                             |  | –                     
|Mark-to-Market Adjustment for       |  |                       
|Derivatives                         |  |                       
|Canadian GAAP                       |  | –                     
|US GAAP                             |  | 45                    
|Write Down of Mineral Property      |  |                       
|Interests                           |  | –                     
|Stock–Based Compensation            |  |                       
|Canadian GAAP                       |  | 2,473                 
|US GAAP                             |  | 2,473                 
|Loss for the Year                   |  |                       
|Canadian
      GAAP                 |  | (6,567                
|US GAAP                             |  | (6,567                
|Basic and Diluted Loss per Share    |  |                       
|Canadian GAAP                       |  | (0.08                 
|US GAAP                             |  | (0.08                 
|Weighted Average Number of          |  |                       
|Common Shares Outstanding           |  | 85,370,853            

The Company has not declared any cash or other dividends.

CURRENCY AND EXCHANGE RATES

The following table sets out the exchange rates for one United
  States dollar ("US$"), expressed in terms of Canadian dollars ("Cdn$"),
  for each of the last five financial years calculated using the average of the
  exchange rates on the last day of each month in such periods.

|US $1.00 Equals Year Ended
      December 31 (Cdn$)
|---------------------------------------------------
|2004                                               
|$1.2980                                            

The following table sets out the high and low exchange rates
  for one United States dollar, expressed in terms of Canadian dollars, for each
  month during the previous six months.

---

– 13 –

|US $1.00 Equals | High
      (Cdn$) | Low
      (Cdn$)
|--------------- | ----------------- | ----------------
|2005           
|May             | $1.2704           | $1.2372         
|April           | $1.2618           | $1.2065         
|March           | $1.2462           | $1.2019         
|February        | $1.2566           | $1.2299         
|January         | $1.2421           | $1.1987         
|2004           
|December        | $1.2413           | $1.1858         

The close rate of exchange on May 31, 2005 for the conversion
  of Canadian dollars into United States dollars was US$ 1.00 = Cdn$1.246.

The exchange rates disclosed above are based on the noon rates
  as the nominal quotations by the Bank of Canada.

B.           CAPITALIZATION
  AND INDEBTEDNESS

Not applicable.

C.           REASONS
  FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D.           RISK
  FACTORS

An investment in the Company's common shares is highly speculative
  and subject to a number of risks. Only those persons who can bear the risk of
  the entire loss of their investment should participate. An investor should carefully
  consider the risks described below and the other information that the Company
  files with the Securities and Exchange Commission and with Canadian securities
  regulators before investing in the Company's common shares. The risks described
  below are not the only ones faced. Additional risks that the Company is aware
  of or that the Company currently believes are immaterial may become important
  factors that affect its business. If any of the following risks occur, or if
  others occur, the Company's business, operating results and financial condition
  could be seriously harmed and the investor may lose all of their investment.

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. There is no known body of commercial ore on
  any of the Company's mineral properties, including its Ivanhoe Property and
  the Burnstone Property, and there is no certainty that the expenditures to be
  made by the Company in the exploration of the Company's mineral properties will
  result in discoveries of commercial quantities of minerals. The exploration
  for and development of mineral deposits involves significant risks, which even

---

– 14 –

a combination of careful evaluation, experience and knowledge
  may not eliminate. Although the discovery of an ore body may result in substantial
  rewards, few properties explored 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 the Company 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 the Company 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 Company's properties have not produced any commercial
  reserves or ore body.

The Company's mineral projects, including the Company's Ivanhoe
  Property and the Burnstone Property, are in the exploration stage as opposed
  to the development stage and have no known body of economic mineralization.
  The known mineralization at these projects has not been determined to be economic
  ore. Although the Company believes that exploration data available is encouraging
  in respect of these properties, there can be no assurance that a commercially
  mineable ore body exists on any of the Company's properties. There is no certainty
  that any expenditure made in the exploration of the Company's mineral properties
  will result in discoveries of commercially recoverable quantities of ore. Such
  assurance will require completion of final comprehensive feasibility studies
  and, possibly, further associated exploration and other work that concludes
  a potential mine at each of these projects is likely to be economic. In order
  to carry out exploration and development programs of any economic ore body and
  place it into commercial production, the Company will be required to raise substantial
  additional funding.

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

Item 4.D of this Annual Report discusses the Company's mineral
  resources in accordance with Canadian National Instrument 43-101. Resources
  are classified as "measured", indicated" and "inferred" under NI 43-101. However,
  investors are cautioned that the United States Securities and Exchange Commission
  does not recognize these resource classifications. There is no assurance that
  any of the Company's mineral resources will be converted into reserves under
  the disclosure standards of the United States Securities and Exchange Commission.

---

– 15 –

As the Company does not have revenues, the Company will
  be dependent upon future financings to continue the Company's plan of operation.

The Company has not generated any revenues from its business
  activities since its incorporation. The Company's plan of operations involves
  the completion of exploration programs on the Company's mineral properties.
  There is no assurance that these exploration activities will result in the establishment
  of commercially exploitable mineral deposits on the Company's mineral properties.
  Even if commercially exploitable mineral deposits are discovered, the Company
  will require substantial additional financing in order to carry out the full
  exploration and development of the Company's mineral properties before the Company
  is able to achieve revenues from sales of mineral resources that it is able
  to extract.

The Company may not be able to recover the financial
  statement carrying values of the Company's mineral property interests.

The amounts attributed to the Company's properties in the
  Company's financial statements represent acquisition expenditures to date, less
  recoveries and write-downs, and should not be taken to necessarily reflect realizable
  value. The Company defers (capitalizes) acquisition costs incurred in connection
  with the Company's mineral properties on the Company's balance sheet in accordance
  with Canadian GAAP. Although the Company believes these costs (of approximately
  $99 million) are recoverable, notwithstanding the mineralized materials contained
  at the projects are not currently economically viable or classified as ore,
  there can be no assurance that the Company could dispose of its projects for
  their financial statement carrying values, and in such circumstances this would
  mean a diminution in the book value of the Company's shareholders' equity.

The Company's interest in its investment in Southgold
  is subject to dilution.

Prior to its acquisition by the Company (see Item 4.A and
  Item 7), Southgold Exploration (Proprietary) Limited ("Southgold")
  had entered into a joint venture agreement with a Historically Disadvantaged
  South Africans ("HDSA") partner (the "Original Tranter Joint
  Venture Agreement"), whereby the HDSA partner was granted an option, exercisable
  on completion of a bankable feasibility study, to acquire a 20% participating
  joint venture interest in the Burnstone project by repaying to Southgold's then-shareholders
  20% of historic costs to that exercise date. The HDSA partner would also have
  the right, subject to certain conditions, to purchase on commercial terms an
  additional 6% participation interest in the Burnstone joint venture. The Company
  is in the process of negotiating the qualification of Southgold as a Black Economic
  Enterprise, which requires the equity participation of an HDSA, and accordingly,
  the original agreements in connection with Southgold are being reviewed by legal
  counsel with a view to ascertaining whether the Company’s obligations
  thereunder have been extinguished or modified. The amount and nature of the
  proceeds to be received by the Company, if any, for the interests which may
  be transferred to the Former Southgold Shareholders and to an HDSA are not currently
  ascertainable; however significant payments or dilution of the Company’s
  property interests, if required to be made as a consequence of South African
  law or otherwise, would be adverse to the Company.

The loss of management or other key personnel could
  harm the Company's business.

The success of the Company's activities is dependent to a
  significant extent on the efforts and abilities of management and other key
  personnel. Investors must be willing to rely to a significant extent on their
  discretion and judgment. With respect to the Company's operations in South Africa,
  HIV/AIDS is prevalent in southern Africa. The Company's employees or contractors
  may have or could contract this potentially deadly virus. There has been a steady
  emigration of skilled personnel from southern Africa in recent years. Generally,
  the prevalence of HIV/AIDS could cause lost employee man-hours and the emigration
  of skilled employees could adversely affect the Company's ability to retain
  the Company's employees. The Company does not maintain key employee insurance
  for any of the Company's employees, consultants or contractors.

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– 16 –

The Company has no history of earnings and no foreseeable
  earnings.

The Company and its predecessor companies have an 18-year
  history of losses and there can be no assurance that the Company will ever be
  profitable. The Company anticipates that it will retain future earnings and
  other cash resources for the future operation and development of the Company's
  business. The Company has not paid dividends since incorporation and it does
  not anticipate paying dividends in the foreseeable future. Payment of any future
  dividends is at the discretion of the Company's board of directors after taking
  into account many factors including the Company's operating results, financial
  conditions and anticipated cash needs.

The Company's consolidated financial statements have
  been prepared assuming the Company will continue on a going concern basis, but
  there can be no assurance that the Company will continue as a going concern.

At December 31, 2004, the Company had working capital of approximately
  $17.1 million, which is expected to be sufficient to fund the Company’s
  operations for the next fiscal year. However, the costs required to complete
  exploration and development of the Company's projects may be well in excess
  of this amount. Accordingly, unless additional funding is obtained in the future,
  the going concern assumption may have to change and the Company's assets may
  have to be written down to asset prices realizable in insolvency or distress
  circumstances. The consolidated financial statements do not contain adjustments
  that might result from the outcome of this uncertainty.

A substantial or extended decline in gold or copper
  prices would have a material adverse effect on the Company's business.

The Company's business is dependent on the prices of gold
  (for its Burnstone and Ivanhoe projects) and copper (for its Casino property),
  which are affected by numerous factors beyond the Company's control. Factors
  tending to put downward pressure on the prices of gold and copper include:

| | • | Sales or leasing of gold by governments
        and central banks;                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                 
| | • | A strong U.S. dollar;                                                                                                                                           
| |   |                                                                                                                                                                 
| | • | Global and regional recession or reduced
        economic activity;                                                                                             
| |   |                                                                                                                                                                 
| | • | Speculative trading;                                                                                                                                            
| |   |                                                                                                                                                                 
| | • | Decreased demand for industrial uses,
        use in jewellery or investment;                                                                                   
| |   |                                                                                                                                                                 
| | • | High supply from production, disinvestment
        and scrap;                                                                                                   
| |   |                                                                                                                                                                 
| | • | Sales by producers in forward transactions
        and other hedging transactions; and                                                                          
| |   |                                                                                                                                                                 
| | • | Devaluing local currencies (relative
        to gold priced in U.S. dollars) leading to lower production costs
        and higher production in certain regions.

Any drop in the prices of gold or copper adversely impacts
  the Company's revenues and cash flows, particularly since the Company does not
  engage in gold hedging. The Company may experience asset impairments as a result
  of low gold or copper prices in the future.

In addition, sustained low gold or copper prices can:

| | • | Reduce revenues further through production
        cutbacks (should production have been achieved) due to cessation of the
        mining of deposits or portions of deposits that have become uneconomic
        at the then-prevailing gold or copper price;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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– 17 –

| | • | Halt or delay the development of new
        projects;                                                                                                         
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| | • | Reduce funds available for exploration,
        with the result that resources are not converted to reserves and depleted
        reserves are not replaced; or
| |   |                                                                                                                                                                
| | • | Reduce existing reserves, by removing
        ores from reserves that cannot be economically mined or treated at
        prevailing prices.                    

Mining operations generally involve a high degree of
  risk.

The Company's operations are subject to all the hazards and
  risks normally encountered in the exploration, development and production of
  minerals. These include unusual and unexpected geological formations, rock falls,
  flooding and other conditions involved in the drilling and removal of material,
  any of which could result in damage to, or destruction of, mines and other producing
  facilities, damage to life or property, environmental damage and possible legal
  liability. Although adequate precautions to minimize risk will be taken, milling
  operations are subject to hazards such as equipment failure or failure of retaining
  dams which may result in environmental pollution and consequent liability which
  will have a material adverse effect on the Company's business and results of
  operation and financial condition.

The Company's business could be adversely affected by
  government regulations related to mining.

The Company's exploration activities are regulated in all
  countries in which the Company operates under various federal, state, provincial
  and local laws relating to the protection of the environment, which generally
  include air and water quality, hazardous waste management and reclamation. Environmental
  hazards may exist on the properties in which the Company holds interests which
  are unknown to the Company at present and which have been caused by previous
  or existing owners or operators of the properties. Environmental legislation
  is evolving in a manner that will require stricter standards and enforcement,
  increased fines and penalties for non-compliance, more stringent environmental
  assessments of proposed projects and a heightened degree of responsibility for
  companies and their officers, directors and employees. Delays in obtaining or
  failure to obtain government permits and approvals may adversely impact the
  Company's operations. The regulatory environment in which the Company operates
  could change in ways that would substantially increase costs to achieve compliance,
  or otherwise could have a material adverse effect on its operations or financial
  position. The Company's operations and exploration activities are subject to
  local, national and provincial laws and regulations governing protection of
  the environment. These laws are continually changing and, in general, are becoming
  more restrictive. There can be no certainty that the Company will be able to
  obtain all necessary licenses and permits that may be required to carry out
  exploration, development and operations at the Company's projects.

South African Government Empowerment Initiatives

The mining industry in South Africa, where one of the Company’s
  projects is located, is subject to extensive regulation. The regulatory environment
  is developing, lacks clarity in a number of areas and is subject to interpretation,
  review and amendment as the mining industry is further developed and liberalized
  in favour of broad based ownership by HDSA's. In addition, the regulatory process
  entails a public comment process, which makes the outcome of the legislation
  uncertain and may cause delays in the regulatory process. A number of significant
  matters have not been finalized, including the Royalty Bill, as well as legislation
  dealing with beneficiation. The Company cannot predict the outcome or timing
  of any amendments or modifications to applicable regulations or the interpretation
  thereof, the release of new regulations or their impact on its business.

In October 2002, the South African Government enacted the
  Mineral Development Act that deals with the state’s policy towards the
  future of ownership of minerals rights and the procedures for conducting mining
  transactions in South Africa. The Mineral Development Act is an ambitious statute
  with wide

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– 18 –

ranging objectives, including sustainable development provisions
  and promotion of equitable access to South Africa’s mineral wealth by
  the inclusion of Historically Disadvantaged Persons into the industry. The Mineral
  Development Act came into effect in May 2004.

The South African Government has stated it will be issuing
  permits and licenses for prospecting and mining rights to applicants using a
  "scorecard" approach. Applicants will need to demonstrate their eligibility
  for consideration based upon the number of credits accumulated in terms of quantifiable
  ownership transformation criteria, such as employment equity and human resource
  development.

Future amendments to, and interpretations of, the economic
  empowerment initiatives by the South African Government and the South African
  courts could adversely affect the business of the Company and its operations
  and financial condition.

Although the Company has no reason to believe that the
  existence and extent of any of its properties is in doubt, title to mining properties
  is subject to potential claims by third parties claiming an interest in them.

The Company's 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. The Company's mineral 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
  or to carry out and file assessment work, may invalidate title to portions of
  the properties where the Company's mineral rights are held.

The Company is not able to obtain insurance for many
  of the risks that it faces.

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 the Company 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 value of the Company's securities.

The Company is not 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 occurring from exploration
  and production) has not been generally available to companies within the industry.
  Management will periodically evaluate the cost and coverage of the insurance
  against certain environmental risks that is available to determine if it would
  be appropriate to obtain such insurance. Without such insurance, and if the
  Company becomes subject to environmental liabilities, the payment of such liabilities
  would reduce or eliminate the Company's available funds or could exceed the
  funds the Company has to pay such liabilities and result in bankruptcy. Should
  the Company be unable to fund fully the remedial cost of an environmental problem,
  the Company might be required to enter into interim compliance measures pending
  completion of the required remedy.

The Company faces substantial political risk in the
  jurisdictions in which the Company's assets are located.

A substantial portion of the Company's assets are located
  in jurisdictions outside of the United States. As a result, it may be difficult
  for investors in the United States to enforce judgments obtained against the
  Company in the United States. The Republic of South Africa ("South Africa")
  has recently undergone major constitutional changes to effect majority rule
  and mineral title. Accordingly, all laws may be considered relatively new, resulting
  in risks such as possible misinterpretation of new laws, unilateral

---

– 19 –

modification of mining or exploration rights, operating restrictions,
  increased taxes, environmental regulation, mine safety and other risks arising
  out of a new sovereignty over mining, any or all of which could have an adverse
  impact upon us. The Company's operations may also be affected in varying degrees
  by political and economic instability, terrorism, crime, extreme fluctuations
  in currency exchange rates, and inflation.

Changes, if any, in mining or investment policies or shifts
  in political attitude in South Africa may adversely affect the Company's operations
  or likelihood of future profitability. Operations may be affected in varying
  degrees by government regulations in both the United States (in respect of the
  Ivanhoe project) and South Africa (regarding Burnstone) with respect to, but
  not limited to, restrictions on production, price controls, export controls,
  currency remittance, income taxes, expropriation of property, foreign investment,
  maintenance of claims, environmental legislation, land use, land claims of local
  people, water use and mine safety.

The political situation in South Africa introduces a certain
  degree of risk with respect to the Company's activities. The government of South
  Africa exercises control over such matters as exploration and mining licensing,
  permitting, exporting and taxation, which may adversely impact on the Company's
  ability to carry out exploration, development and mining activities. Failure
  to comply strictly with applicable laws, regulations and local practices relating
  to mineral right applications and tenure, could result in loss, reduction or
  expropriation of entitlements, or the imposition of additional local or foreign
  parties as joint venture partners with carried or other interests.

The Company will be dependent on its actual and potential
  joint venture partners for the development of certain of the Company's properties.

Currently Hecla Mining Company ("Hecla") is earning
  in on the Hollister Development Block of the Company's Ivanhoe Property. The
  Company will hold a significant portion of its assets in the form of participation
  interests in a joint venture with Hecla. Hecla is currently the Operator on
  the Hollister Development Block project, and will continue to be the operator
  if Hecla completes its earn-in. The Company's interest in this project is subject
  to the risks normally associated with the conduct of joint ventures. The existence
  or occurrence of one or more of the following circumstances and events could
  have a material adverse impact on the Company's profitability or the viability
  of the interests held through joint ventures, which could have a material adverse
  impact on the Company's future cash flows, earnings, results of operations and
  financial condition: (i) disagreement with joint venture partner(s) on how to
  proceed with exploration programs and how to develop and operate mines efficiently;
  (ii) inability of joint venture partner(s) to meet their obligations to the
  joint venture or third parties; and (iii) litigation between joint venture partner(s)
  regarding joint venture matters.

The industry in which the Company operates is highly
  competitive, and the Company may be unable to compete effectively with other
  companies.

The mineral exploration and mining business is competitive
  in all of its phases. The Company competes with numerous other companies and
  individuals, including competitors with greater financial, technical and other
  resources, in the search for and the acquisition of attractive mineral properties.
  The Company's ability to acquire properties in the future will depend not only
  on the Company's ability to develop its present properties, but also on its
  ability to select and acquire suitable producing properties or prospects for
  mineral exploration. There is no assurance that the Company will continue to
  be able to compete successfully with its competitors in acquiring such properties
  or prospects.

---

– 20 –

The Company faces significant risk from exchange rate
  fluctuations.

The Company conducts operations in currencies other than Canadian
  dollars. Of particular significance is the fact that its operations in South
  Africa are almost entirely paid for in South African rand, which has historically
  devalued against the United States dollar, but which recently has shown strength
  against most major world currencies, including the United States dollar. The
  strength in the South African rand, if it continues, will negatively impact
  the potential profitability of the Company's mining operations.

The market prices of gold and copper are typically denominated
  in United States dollars and, accordingly, the Company's revenues, if any, will
  be denominated and paid in United States dollars. In contrast, most expenses
  are and will be payable in the local currency in the jurisdiction where the
  applicable property is located. As a result, fluctuations in the Canadian dollar
  against the United States dollar and against each of the local currencies of
  the jurisdictions where the Company's properties are located could have a material
  adverse effect on the Company's financial results, which are denominated and
  reported in Canadian dollars.

The Company conducts its operations through foreign
  subsidiaries and joint ventures.

The Company conducts operations through foreign subsidiaries
  and joint ventures, and substantially all of its assets are held in such entities.
  Accordingly, any limitation on the transfer of cash or other assets between
  the parent corporation and such entities, or among such entities, could restrict
  the Company's ability to fund its operations efficiently. Any such limitations,
  or the perception that such limitations may exist in the future, could have
  an adverse impact upon the Company's valuation and share price.

The Company's share price has historically been volatile.

The market price of a publicly traded stock, especially a
  junior resource issuer like the Company, is affected by many variables not directly
  related to the company's exploration success, including the market for junior
  resource stocks, the strength of the economy generally, the availability and
  attractiveness of alternative investments, and the breadth of the public market
  for the stock. The effect of these and other factors on the market price of
  the common shares on the stock exchanges on which the Company trades suggest
  its shares will continue to be volatile.

The Company is involved in a legal dispute.

In April 2005, the Company was notified that Hecla had filed
  for a declaratory judgment in connection with the Earn-In Agreement pertaining
  to the Ivanhoe project in Nevada, as described in Item 8A of this Annual Report.
  The Company opposes Hecla’s application but the outcome is not determinable
  at this time.

Most of the Company's directors and officers also serve
  in management of other resource companies.

A majority of the Company's directors and officers are involved
  with other mineral resource companies as principal shareholders and members
  of management and hence are engaged, and will continue to be engaged, in the
  search for additional business opportunities on their own behalf and on behalf
  of other companies. As a consequence, situations will arise from time to time
  where these directors and officers will be offered or will otherwise secure
  participation in mineral resource opportunities and which may be or appear to
  be in competition with the Company for resource property opportunities. Such
  directors may also be in a position where they have a financial interest in
  a property being sold or optioned to the Company or by it. Thus two types of
  legal issues can typically arise: (a) where insiders have a financial interest
  in a transaction with the Company (a “conflict”), and (b) where
  there is a concern that a resource property opportunity which an insider becomes
  aware of can be arguably seen to rightfully represent a “corporate opportunity”
  belonging to the Company.

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– 21 –

Conflicts arise when an insider has a disclosable financial
  interest in a transaction involving the Company and conflicts are required to
  be dealt with in accordance with the relevant provisions of the British Columbia
  Business Corporations Act and related common law. This generally involves disclosure
  to the Board of the interest and abstaining from any directors’ vote in
  connection with the matter in which the insider has an interest. Corporate opportunities
  are a more complex area of the law as it is very difficult to say when the Company
  should rightfully have an interest in an opportunity which may present itself
  to an insider. Under the Geological Services Agreement with Hunter Dickinson
  Inc. (see Item 7) there is an acknowledgement that the proprietary information
  of each resource company in the Hunter Dickinson group belongs absolutely to
  that company. Under common law, an opportunity which comes to an insider’s
  attention solely by virtue of his involvement with a company belongs to that
  company. Therefore the fact that the Company’s insiders are involved with
  other resource issuers results in greater risk for the Company of competing
  claims or legal disputes in connection with corporate opportunities.

In order to minimize the conflicts and opportunities issues
  which may arise between the directors' duties to the Company and their duties
  to the other companies on whose boards they serve, the Company's directors and
  officers expect that participation in other mineral resource exploration and
  development opportunities offered to them, where no clear interest of any particular
  company is evident, will be allocated between the various companies which they
  serve on the basis of prudent business judgment, and the relative financial
  abilities and needs of the companies to participate. Shareholders of the Company
  will accordingly need to rely to a significant degree on the proper exercise
  of this discretion.

There is no assurance that the Company will be successful
  in obtaining the funding required for its operations.

The Company's operations consist, almost exclusively, of cash
  consuming activities given that its main mineral projects are in the exploration
  stage. The further development and exploration of the various mineral properties
  in which the Company holds interests is dependent upon its ability to obtain
  financing through debt financing, equity financing or other means.

If the Company raises additional funding through equity
  financings, then its current shareholders will suffer dilution.

The Company will require additional financing in order to
  complete full exploration of its mineral properties. The Company anticipates
  that it will have to sell additional equity securities including, but not limited
  to, its common stock, share purchase warrants or some form of convertible security.
  The effect of additional issuances of equity securities will result in dilution
  to existing shareholders.

The Company's status as a passive foreign investment
  company has consequences for U.S. investors.

Potential investors who are U.S. taxpayers should be aware
  that the Company expects to be a passive foreign investment company ("PFIC")
  for the current fiscal year, and may also have been a PFIC in prior years and
  may also be a PFIC in subsequent years. If the Company is a PFIC for any year
  during a U.S. taxpayer's holding period, then such U.S. taxpayer, generally,
  will be required to treat any so-called "excess distribution" received on its
  common shares, or any gain realized upon a disposition of common shares, as
  ordinary income and to pay an interest charge on a portion of such distribution
  or gain, unless the taxpayer makes a qualified electing fund ("QEF") election
  or a mark-to-market election with respect to the Company's shares. In certain
  circumstances, the sum of the tax and the interest charge may exceed the amount
  of the excess distribution received, or the amount of proceeds of disposition
  realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally
  must report on a current basis its share of the Company's net capital gain and
  ordinary earnings for any year in which the Company is a PFIC, whether or not
  the Company distributes any amounts to its shareholders. A U.S. taxpayer who
  makes the mark-to-market election, generally, must include as ordinary income
  in each year, the excess of the fair market value of the common shares over
  the taxpayer's tax basis therein. U.S. taxpayers are advised to seek advice
  from their professional tax advisors.

The Company's shareholders could face significant potential
  equity dilution.

The Company has a significant number of share purchase options
  and warrants outstanding, which will likely act as an upside damper on the trading
  range of its shares. As a consequence of the passage of time since the date
  of their original sale and issuance, none of the Company's shares remain subject
  to any hold period restrictions in Canada as of June 1, 2005. The unrestricted
  resale of outstanding shares from the exercise of dilutive securities may have
  a depressing effect on the market for the Company's shares. Dilutive securities
  represent approximately 11% of the Company's currently issued shares.

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– 22 –

|ITEM
      4.                
      INFORMATION ON THE COMPANY
|--------------------------------------------------------------

A.          
  HISTORY AND DEVELOPMENT OF THE COMPANY

NAME, INCORPORATION AND OFFICES

INCORPORATION

Great Basin Gold Ltd. was incorporated on March 19, 1986,
  pursuant to the Company Act (British Columbia) (the "BCCA").
  The BCCA was replaced by the Business Corporations Act (British Columbia)
  (the "BCA") in March 2004 and so the Company is now governed by the
  BCA.

OFFICES

The head office of Great Basin is located at Suite 1020, 800
  West Pender Street, Vancouver, British Columbia, Canada V6C 2V6, telephone (604)
  684-6365, facsimile (604) 684-8092.

DEVELOPMENT OF THE COMPANY

The Company has been engaged in the business of mineral exploration
  since its incorporation. The Company is presently engaged in active exploration
  of its Ivanhoe property, located in Nevada (the "Ivanhoe Property") through
  an earn-in agreement with Hecla Mining, and its Burnstone gold property, located
  in South Africa (the "Burnstone Gold Property"). The Company also continues
  to own the Casino property, located in the Yukon Territory, Canada a large known
  resource which is currently sub-economic. The Company's two primary mineral
  properties are in the advanced exploration stage.

The Company's acquisition of these properties and the important
  developments in its ownership of these properties are summarized below:

(1)          
  IVANHOE PROPERTY, USA

At December 31, 2004, the Ivanhoe Property in Nevada, USA,
  consisted of a total of 937 unpatented claims, covering over 27 square miles
  (69 square kilometers), located on federal land administered by the Bureau of
  Land Management ("BLM"). All claims are subject to annual maintenance
  payments to the BLM and to Elko County, Nevada.

The Company's interests in the Ivanhoe Property and its Earn-In
  Agreement with Hecla Mining are described below:

(i)           ORIGINAL
  IVANHOE PURCHASE AGREEMENTS

The Company acquired a 75% interest in the Ivanhoe Property
  from Newmont Exploration Limited, a Denver based international mining company
  ("Newmont") pursuant to a purchase agreement (the "Ivanhoe Purchase
  Agreement") dated August 13, 1997, between the Company, Newmont, Touchstone
  Resources Company ("Touchstone") and Great Basin Gold Inc. ("GBGI"),
  the Company's wholly owned subsidiary. Under the terms of Ivanhoe Purchase Agreement,
  the Company's wholly owned subsidiary Rodeo Creek Gold Inc. ("RCGI")
  acquired Newmont's 75% interest in the Ivanhoe Property and Touchstone acquired
  the remaining 25% interest. The Company earned its 75% interest in the Ivanhoe
  Property in consideration for payments totalling US$5 million. The Company acquired
  the remaining 25% interest in the Ivanhoe Property held by Touchstone in 1999
  for consideration consisting of 2,750,000 common shares and 250,000 warrants
  to purchase additional common shares at a price of $2.00 per share. This acquisition
  was completed by the acquisition of Touchstone by RCGI. The Company has

---

– 23 –

held the Ivanhoe Property through its wholly owned subsidiaries
  since the completion of these acquisitions. The Ivanhoe Property includes 380
  mineral claims that are subject to a 5% net smelter royalty ("NSR")
  in favour of Newmont.

As part of the acquisition agreements for the purchase of
  the Ivanhoe Property, Newmont agreed to manage and complete an approved mine
  closure plan of the 1.1 square mile area of former mining operations carried
  out on the Ivanhoe Property for which Newmont provided funding of US$4.5 million.
  RCGI agreed to share a portion of Newmont's future reclamation costs in excess
  of US$4.5 million. Excess reclamation costs were agreed to be funded 33% by
  Newmont and 67% by RCGI up to a total overrun of US$1.5 million, and thereafter
  75% by Newmont and 25% by RCGI. Under the Ivanhoe Purchase Agreement, Newmont
  retains title to 62 of the Ivanhoe Property mining claims (the "Reclamation
  Area") until reclamation is complete at which time RCGI will have the right,
  but not the obligation, to accept conveyance of the Reclamation Area without
  obligation to pay further consideration. Newmont's original estimates for reclamation
  were in the US$4.5-6 million range. The Company paid US$77,725 over the period
  2000 to 2004 as its share of overruns and anticipates paying a further US$40,000
  to December 31, 2005.

In 1998, the Company entered into an agreement with the Hillcrest/Finley
  River partnership, whereby the Company leased 45 mineral claims that are known
  as the Hillcrest/Finley River claim block. The agreement provides for up to
  four 20 year terms, for a total least term of 80 years. The Company is obligated
  to pay annual lease payments of $50,000, which will be increased by US$5,000
  in each 20 year renewal payment. The partnership also retains a 2% net smelter
  royalty. Newmont holds an additional 3% net smelter royalty on the Hillcrest/Finley
  River claims.

(ii)         
  Other Ivanhoe Acquisition Agreements

The Company acquired 107 mineral claims known as the Robbie
  claims pursuant to a lease agreement on June 8, 1999. The Robbie claims cover
  an area of 3.1 square miles (8 square kilometers). The Company is obligated
  under terms of the lease to pay an annual lease payment of US$4,000, a 2%
  net smelter royalty and to maintain the claims in good standing with the BLM
  and Elko County.

The Company acquired 109 contiguous mineral claims comprising
  the Aagaard group in late under lease for US$30,000 per annum. In December
  1999, the Company purchased the Aagaard claims for $50,000 and 75,000 Great
  Basin shares. There are no remaining royalties or lease payments on the Aagaard
  claims.

The Company acquired the 139 claims comprising the Ho claim
  group by staking in 1998. This claim group extends the Ivanhoe 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.

The Company acquired 65 mineral claims known as the Sheep
  Corral property in July 2001 from Pacific Spar Corp. in consideration for US$50,000.
  The claims adjoin the northwest corner of the Ivanhoe Property.

The Company acquired 13 mineral claims known as the Joe claims
  through staking in 2004. The thirteen claims in this group extend the Ivanhoe
  Property position to the west. There are no royalties on the Joe claims.

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– 24 –

(iii)         Hecla
  Earn-In Agreement respecting Hollister Development Block

The Company entered into an Earn-In and Joint Operating Agreement
  dated August 2, 2002 (the "Earn-In Agreement") with Hecla Mining Company
  ("Hecla"), as guarantor, and Hecla Ventures Corp., an affiliate of
  Hecla, concerning exploration, development and production on the Hollister Development
  Block on the Ivanhoe Property. The Earn-In Agreement provides Hecla Ventures
  with an option to earn a 50% working interest in an area of the Ivanhoe Property
  called the Hollister Development Block (the "Hollister Block") in
  return for funding a US$21.8 million, two-stage, advanced exploration and development
  program leading to commercial production. Hecla will operate the exploration
  and development programs. The Stage 1 program consists of underground development
  to access the eastern extremities of the gold veins identified to date, and
  underground drilling with the objective of establishing mineral reserves and
  completion of a feasibility study. Estimated costs for the completion of Stage
  1 were initially estimated at US$10.3 million, which figure was agreed in the
  Earn-In Agreement. Stage 2 consists of pre-production underground development
  leading to commercial operations from the Gwenivere and Clementine high-grade
  gold veins and is estimated to cost US$11.5 million. Upon earn-in, Hecla will
  also operate the mine.

Hecla will vest with a 50% interest in the Hollister Block
  after it completes the two stages of exploration and development or completes
  the Stage 1 earn-in activities and achieves commercial production and, in each
  case, issues an aggregate 4,000,000 Hecla share purchase warrants to the Company,
  as described below. Hecla can also vest its 50% working interest by completing
  Stage 1 earn-in activities and by paying the amount of the Stage 2 costs or
  a cash amount (the lesser of US$11.5 million and US$21.8 million less actual
  Stage 1 costs) into the Joint Venture to fund development capital and issue
  all prescribed warrants. Any proceeds of gold produced during the term of the
  Earn-In (estimated at up to 53,000 ounces) go 100% to Hecla until it has recovered
  115% of its actual Stage I and Stage II costs, and thereupon proceeds will be
  shared in accordance with the participation (initially 50:50).

Upon vesting of Hecla's 50% interest in the Hollister Block,
  Hecla will be obligated to pay to the Company a sliding scale Purchase Price
  Royalty on Hecla's share of production. At a cash operating profit per ounce
  of gold equivalent in the range of US$100-200 per ounce, the royalty is
  equal to US$50 per ounce. The Royalty will be payable by Hecla once it has
  recovered 115% of its Stage 1 and 2 preproduction expenditures.

Hecla issued 2 million Hecla common share purchase warrants
  (exercisable at US$3.73 per Hecla common share) to Great Basin and Great
  Basin issued to Hecla 1 million share purchase warrants (exercisable at C$1.55
  per Great Basin common share). Hecla must issue an additional 1 million Hecla
  common share purchase warrants to Great Basin upon completion of Stage 1 and
  1 million warrants on completion of Stage 2 in order to complete the earn-in.

Great Basin has issued to Hecla 1 million Great Basin share
  purchase warrants, and has agreed to issue 500,000 Great Basin share purchase
  warrants on completion of the Stage 1 work program and 500,000 Great Basin share
  purchase warrants on completion of the Stage 2 work program.

The warrants still issuable would be exercisable at a price
  which is the weighted average closing price of Great Basin's shares on the TSX,
  for the Great Basin share purchase warrants, and Hecla's shares on the New York
  Stock Exchange, for the Hecla share purchase warrants, for the 20 trading days
  immediately prior to the issuance of the warrant.

Since 2002, Hecla has performed engineering and permitting
  work in furtherance of an underground development program and has obtained the
  necessary permits to complete the Stage 1 underground development, drilling,
  and pre-feasibility work. The program budget for Stage 1 was estimated in the
  Earn-In Agreement to cost US$10.3 million, with work to be completed in approximately
  12 months from when the permits were issued in May 2004. Hecla commenced physical
  work on the site in October

---

– 25 –

2004. To vest its 50% working interest, Hecla must, upon completion
  of Stage 1, elect to proceed to Stage 2 within 60 days. The Stage 2 program
  of US$11.5 million was originally expected to be completed over the ensuing
  12 months from completion of Stage 1 and consists of underground production
  development and procurement of production equipment and surface facilities,
  with an overall goal to develop the Hollister Development Block to the point
  of commercial production. Under the agreements, Hecla will be the operator of
  the Stage 1 and Stage 2 work programs, and will continue as the operator should
  a positive production decision be made.

The Earn-In Agreement expires in August 2006. Hecla has stated
  that it interprets the program and budget differently than the Company does
  and has stated that Hecla amended the Earn-In Agreement in a way that would
  combine, at least in part, the earn in requirements of Stages 1 and 2. The Company
  has notified Hecla that the Company does not accept Hecla's interpretation of
  the Earn in Agreement because Hecla has purported to unilaterally change the
  previously agreed Earn-In Stages. These changes in effect commingle the earn
  in requirements of Stages 1 and 2 which, if accepted by Great Basin, would result
  in an extended option period for Hecla to complete a larger and different Stage
  1 program and would also result, in the Company's view, in uncertainty about
  the size and timing of Stage 2.

The Company and Hecla have had some discussions with a view
  to resolving this difference but have not reached any settlement of the matter,
  as more particularly described in Item 8A of this Annual Report. Management
  is unable to predict the outcome of the issues that are in dispute between the
  Company and Hecla.

(2)           BURNSTONE
  PROPERTY, SOUTH AFRICA

The Burnstone Gold Property is located in the Mpumalanga Province,
  Republic of South Africa. The legal agreements and arrangements in relation
  thereto are described below.

(i)           2002
  Southgold Option Agreement, Arrangements with Tranter -Overview

The Company entered into an option agreement dated November
  5, 2002 (the "Southgold Agreement") with a private South African company,
  Southgold Exploration (Proprietary) Limited ("Southgold") and its
  shareholders, namely Arequipa Holdings (Proprietary) Limited, Exploration Targets
  (Proprietary) Limited, John Cruise Mining (Proprietary) Limited, Pangea Exploration
  (Proprietary) Limited, Rietbult Exploration (Proprietary) Limited and Sovereign
  Individual Portfolios (Proprietary) Limited (the "Former Southgold Shareholders"),
  to acquire on a staged basis up to 100% of Southgold. The Company has since
  completed the staged acquisition of Southgold. As of 2002, Southgold had the
  right to acquire a 100% interest in the Burnstone Gold Property, covering approximately
  100 square miles (265 square kilometers) of the Witwatersrand goldfield in South
  Africa which it has now acquired, but subject to a statutory requirement that
  a percentage of its equity or of the property be owned by Historically Disadvantaged
  South Africans ("HDSA's"). Under South African mineral legislation,
  Southgold must achieve an HDSA ownership target of 15% by April 2009 and 26%
  by April 2014. It is typical for companies which are subject to this legislation
  to provide financial assistance to an HDSA entity to achieve the target.

The Company exercised the option in two tranches in April
  2003 and January 2004 and thereby acquired 100% of the shares of Southgold.
  Consequently, the Company now holds options to acquire up to 100% of the mineral
  rights at the Burnstone, subject to government legislation requiring that HDSA’s
  be granted the right to acquire an interest in mining projects. Typically under
  these option agreements, the Company may make regular option payments to the
  underlying rights owners over periods ranging from five to seven years, during
  and immediately after which the Company can purchase the rights outright with
  a cash payment (see Item 4D(2)). The 2002 Southgold Agreement contemplated an
  HDSA requirement pursuant to an underlying agreement between Southgold and Tranter
  Investments (Proprietary) Limited ("Tranter") which permitted Tranter
  to form a joint venture in the Burnstone Property subject to certain conditions
  which were not met. In April 2005 the Company and Tranter entered into a heads
  of agreement HOA (see Item 19 “Exhibits”) whereby the Company's
  interest in Southgold would be diluted to meet HDSA ownership requirements,
  more particularly described below. Tranter is a closely held black economic
  empowerment ("BEE") company in which a director of Great Basin, Mr.
  Nkosi, is a principal.

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– 26 –

Under the 2005 Heads of Agreement ("HOA") the Company
  and Tranter are currently in the process of negotiating a revised transaction
  whereby Tranter will acquire a 20% interest in Southgold in accordance with
  South African legal requirements for black economic empowerment which is the
  affirmative action for HDSA. The Company signed a HOA with Tranter in April
  2005 which creates a framework for Great Basin to fulfill the BEE ownership
  requirements which are a condition of ongoing security of mineral tenure. The
  HOA sets out the terms whereby Tranter may, subject to certain conditions, acquire
  an interest in Southgold. The interest will be available for consideration which
  is yet to be negotiated and the Company may provide certain financial assistance
  to Tranter in relation to the acquisition. The Company can not advise at this
  time what effect the negotiations will have and whether the terms will be favorable
  or unfavorable to the Company.

Further Particulars of 2002 Southgold Agreement and 2002
  Underlying Tranter Agreement

On signing the Southgold Agreement in 2002, the Company paid
  US$1.25 million (C$2,007,561) to acquire the option and for the right
  to explore the Burnstone Gold Property and also agreed to conduct a US$1.5
  million exploration program prior to April 30, 2003. The Company completed this
  exploration program, as required, and subsequently exercised its option and
  completed the purchase of Southgold by making cash and Great Basin share and
  share purchase warrant issuances to the Former Southgold Shareholders in two
  staged tranches.

On April 30, 2003, the Company exercised tranche one of the
  option under the Southgold Agreement and acquired 49% of the outstanding common
  shares of Southgold for payments totaling US$2 million (Cdn$2,768,990) and the
  issuance of 10 million Great Basin common shares and 5 million Great Basin share
  purchase warrants. A finder's fee totaling Cdn$1,258,154 was paid in connection
  with this exercise of tranche one of the option under the Southgold Agreement.
  On January 31, 2004, the Company exercised tranche two of the option under the
  Southgold Agreement and acquired the remaining 51% of the outstanding common
  shares of Southgold by the issuance of 11 million Great Basin common shares
  and 5 million Great Basin shares purchase warrants. In total, the Company paid
  US$2 million and issued 21 million common shares and 10.5 million share purchase
  warrants to the Former Southgold Shareholders in order to exercise the option.
  The share purchase warrants were exercisable at US$0.75 for one year from the
  date of issuance and were subject to a 45 day accelerated expiry clause under
  certain conditions. By the end of January 2005, the Former Southgold Shareholders
  had exercised all 10.5 million share purchase warrants.

The Great Basin shares issued to the Former Southgold Shareholders
  are subject to a voting trust agreement, whereby the holders have undertaken
  to vote with Great Basin management for a period of five years. The Former Southgold
  Shareholders are entitled to nominate two members to the Board of Directors
  of Great Basin for so long as the Former Southgold Shareholders own more than
  10% of the Company's outstanding common shares.

Prior to November 2002, Southgold entered into a joint venture
  agreement (the "Original Tranter Joint Venture Agreement") with Tranter,
  an HDSA, whereby Tranter was granted an option, exercisable on completion of
  a bankable feasibility study, to acquire a 20% participating interest in the
  Burnstone Project by reimbursing 20% of historic costs to that exercise date.
  Tranter would thereafter maintain its 20% participating joint venture interest
  by funding its pro-rata share of all development, construction and property
  costs after the completion of a bankable feasibility study. Tranter would also
  have the right, subject to certain conditions, to purchase on commercial terms
  an additional 6% participation interest in the Burnstone Joint Venture. This
  joint venture agreement was subject to the satisfaction of certain conditions
  by March 31 2003, which were not met and, consequently the agreement expired.

As a condition to the transaction, Tranter must undertake
  a restructuring of its current shareholding to ensure more broad based BEE participation
  by various historically disadvantaged groups. The Heads of Agreement contemplates
  that certain on-going restrictions will apply to Tranter to ensure that Tranter
  will continue to qualify as a BEE company. Completion of the transaction is
  subject to a number of

---

– 27 –

conditions precedent, including negotiation of definitive
  agreements, the approval of the transaction by the boards of Tranter and Great
  Basin, South African regulatory approvals and securities approvals, including
  compliance with related party transaction requirements which may apply by virtue
  of the interests of two of the Great Basin directors in the transaction.

Other terms of the 2002 Southgold Agreement, provide that:

|(a) | The Company was to pay to the Former Southgold Shareholders
        the cash paid by Tranter to Southgold for the right to participate in
        the Burnstone Property, but excluding any contributions paid by Tranter
        towards the costs of the Burnstone Property after the Development Commitment
        Date. Under the Original Tranter Joint Venture Agreement, the consideration
        to be paid by Tranter was not to be less than South African Rand (“ZAR”)
        15,000,000 (approximately US$2.2 million as at June 1, 2005) and was capped
        at a maximum of ZAR22,000,000 (approximately US$3.2 million as at June
        1, 2005).The Original Tranter Agreement did not consummate and will be
        superseded by the negotiations described above. Any entitlement of the
        Former Southgold Shareholders to an interest in the consideration paid
        under the new Tranter Agreement is under review with legal counsel at
        this time.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other payments remain potentially due to the Former Southgold Shareholders
  as follows:

|(b) | If the bankable feasibility study is completed at
        a cost of less than US$7,500,000, the Company has agreed to issue
        to the Former Southgold Shareholders an aggregate number of its common
        shares at a notional issue price of $1.00 per share as is equal to
        the difference between US$7,500,000 and the actual costs of completion
        of the bankable feasibility study; and                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(c) | If the bankable feasibility study determines that
        the Burnstone Property has total proven, probable and/or indicated cumulative
        reserves of gold adjusted for mining 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,
        the Company shall issue to the Former Southgold Shareholders 500,000 common
        shares to a maximum of 1,500,000 Great Basin common shares;
|   
|(d) | If as at the date of the bankable feasibility study,
        the full mine and mill operating costs per ounce of gold production of
        the Burnstone Property are US$150 per ounce or less, the Company shall
        issue to the Former Southgold Shareholders an aggregate of 500,000 Great
        Basin common shares.                                                                                                                                                                                                                     

The Burnstone feasibility study is expected to be completed
  near the end of 2005.

(ii)          Acquisition
  of Mineral Rights from GFL and Randex

In October 2003, pursuant to a Prospecting Agreement between
  GFL Mining Services Limited ("GFL"), Randex Limited ("Randex")
  and Southgold, Southgold elected to purchase certain mineral rights held by
  GFL and Randex ("the GFL/Randex mineral rights") for ZAR35 million.
  The GFL/Randex mineral rights, totaling 11,563 hectares, comprise the core of
  the Burnstone Gold Property. Great Basin funded Southgold's purchase of these
  rights by way of a cash payment in the amount of ZAR35 million (Cdn$6,695,598).

CASINO PROPERTY, CANADA

During the latter half of 1992 and the first quarter of 1993,
  the Company merged with Big Creek Resources Ltd. and Casino Silver Mines Ltd.
  (N.P.L.) in order to enable the Company to acquire a 100% working interest in
  the Casino Property. The Casino Property is a copper/gold/molybdenum property
  located in the Whitehorse Mining District, Yukon, Canada. The Casino Property
  is comprised of a group of 161 mineral claims, some of which are subject to
  a 5% net profits from production royalty, owned by the Company subject to the
  options described below.

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– 28 –

During May 2000, the Company granted an option whereby Wildrose
  Resources Ltd. ("Wildrose Resources") could earn the right to purchase 55 claims
  for $1 on the 20th anniversary of the option agreement. As consideration,
  Wildrose Resources agreed to incur all annual filing fees and assessment work
  on the 55 claims under option and 83 other claims. The Company also granted
  Wildrose Resources the alternative right to purchase the 55 claims for a one
  time payment of $200,000 without further obligation in respect of the Company's
  83 claims. Should Wildrose Resources acquire the 55 claims, Wildrose Resources'
  interest in the claims would be subject to a further 5% net profits interest
  payable to the Company.

During fiscal 2001, the Company wrote the $5.5 million of
  acquisition costs associated with the Casino Property down to a nominal amount
  as a result of inactivity on the property, the continued depressed metal prices
  at the time and uncertainty over the recoverability of the deferred costs.

On July 15, 2002, the Company agreed to option the Casino
  Property to CRS Copper Resources Ltd. ("CRS"), subject to existing net profits
  royalty agreements and the Wildrose option agreement on a portion of the Casino
  property. Under the terms of the agreement, the Company granted CRS an option
  (the "Casino Property Option") to purchase 100% of Great Basin's interest in
  the claims and interests comprising the Casino Property for $1,000,000,
  plus applicable taxes, payable at the option of CRS in cash or CRS common shares,
  provided that CRS shares are listed on a recognized stock exchange and have
  certain minimum trading volumes. The Casino Option may be exercised at any time
  from the date of the agreement to July 15, 2007, subject to written notice and
  confirmation that the terms of the Option have been met. CRS was required to
  make interim option payments to the Company at the time that CRS is listed on
  a stock exchange, of warrants to purchase 100,000 shares for a period of two
  years at an exercise price which reflects the maximum discount for the prevailing
  CRS market price permitted by the policies of the relevant stock exchange. CRS
  also agreed to issue further warrants on each anniversary date thereafter to
  a maximum of warrants to purchase 300,000 CRS shares.

In June 2003, CRS listed on the TSX Venture Exchange under
  the name Lumina Copper Corp. ("Lumina") and, accordingly, the Company
  received warrants to purchase 100,000 shares at an exercise price of $1.80 until
  May 23, 2005. These warrants were exercised by the Company in October 2003 and
  the related shares were then sold. In May 2004, the Company received warrants
  to purchase an additional 100,000 shares at an exercise price of $5.80 until
  May 21, 2006. Subsequent to December 31, 2004, the Company exercised these warrants
  and sold the underlying common shares. The Company also received the last installment
  of warrants to purchase 100,000 shares at an exercise price of $9.22 until March
  14, 2007.

B.           BUSINESS
  OVERVIEW

The Company is focused on acquiring ownership of and exploring
  high-quality gold mineral deposits. The Company is actively engaged in exploration
  of the Ivanhoe Property, through an earn-in agreement with Hecla, and the Burnstone
  Property, directly. The Company's Ivanhoe Property hosts a number of gold-silver
  vein systems with high indicated grades that are potentially amenable to underground
  mining. The Company's Burnstone Property hosts gold veins within the Kimberley
  Reef with moderate to high indicated grades that are potentially amenable to
  underground mining. These projects are currently in the advanced exploration
  stage and presently being assessed for their economic viability. The Company
  presently does not have any operating revenue. The Company has historically
  relied on private placements of its equity securities in order to fund its exploration
  activities.

Hecla is presently carrying out an advanced exploration program
  on the Hollister Block of the Ivanhoe Property as the operator under the Earn-In
  Agreement. The exploration program presently being carried out by Hecla is described
  in detail in Item 4.D of this Annual Report.

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– 29 –

The Company is presently conducting a feasibility study on
  the Burnstone Property.

The Company completed significant private placement financings
  during 2002 and 2003 that enabled the Company to acquire its interest in the
  Burnstone Property and to proceed with advanced exploration activities on this
  property. During 2004 and 2005, the Company has raised additional financing
  through the exercise of previously outstanding options and share purchase warrants.
  The Company had cash and cash equivalents of $17.1 million and working capital
  of $17.1 million as at December 31, 2004. The Company plans to use its cash
  and working capital to fund its exploration programs.

The Company does not have full-time management or employees.
  Hunter Dickinson Inc. ("HDI") provides management services to Great
  Basin, pursuant to a geological and administrative services agreement dated
  for reference December 31, 1996. HDI is one of the larger independent mining
  exploration groups in North America, providing management services to some nine
  public mineral resource issuers. As of May 31, 2005, employed or retained approximately
  90 staff or service providers, substantially on a full-time basis. Of these,
  approximately:

| | - | 40% are professional technical staff (a large majority
        of whom have accreditation as a professional engineer or professional
        geoscientist);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - | 15% are professional accountants (the majority of
        whom have professional accreditations); and                                                      
|
| | - | 45% are administrative, office or field support
        personnel.                                                                                         

HDI has supervised mineral exploration projects in Canada
  (British Columbia, Manitoba, Ontario and Quebec) and internationally in Brazil,
  Chile, the United States (Nevada and Alaska), Mexico, China and South Africa.
  HDI allocates the costs of staff input into projects based on time records of
  involved personnel. Costs of such personnel and third party contractors are
  billed to the participating public companies on a full cost recovery basis (inclusive
  of HDI staff costs and overhead) for amounts that are considered by the Company's
  management to be competitive with arm's length suppliers. The shares of HDI
  are owned equally by each of the participating corporations (including Great
  Basin) as long as HDI services are being provided; however such participant
  surrenders its single share at the time of termination of the related services
  agreement, which can be cancelled on 30 days notice by either party. (See Item
  19 Exhibits). Several of the directors of HDI are also directors of Great Basin
  and they also serve as a majority of the directors of the other mineral resource
  issuers that have similar arrangements with HDI.

C.           ORGANIZATIONAL
  STRUCTURE

The Company operates directly and through its subsidiaries
  as follows:

|                   | Jurisdiction of |                   
|------------------ | --------------- | ------------------
|Name of Subsidiary | Incorporation   | Ownership Interest

|Great 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.)

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– 30 –

|Touchstone Resources Company                | Nevada, USA    | 100% (held through Rodeo Creek Gold Inc.)                                                                                             
|------------------------------------------- | -------------- | --------------------------------------------------------------------------------------------------------------------------------------
|Southgold Exploration (Proprietary) Limited | South Africa   | 100%, although subject to Black Empowerment rights described
      in Item 4.A of this Annual Report (held through N6C Resources Inc.)
|N5C Resources Inc.                          | Cayman Islands | 100%                                                                                                                                  
|N6C Resources Inc.                          | Cayman Islands | 100% (held through N5C Resources Inc.)                                                                                                
|Great Basin Gold RSA (Proprietary) Limited  | South Africa   | 100% (held through N6C Resources Inc.)                                                                                                
|Pacific Sentinel Resources Inc.             | Yukon, Canada  | 100%                                                                                                                                  

D.           PROPERTY,
  PLANT AND EQUIPMENT

(1)          THE
  IVANHOE PROPERTY, NEVADA

Ownership

At December 31, 2004, the Ivanhoe Property consisted of a
  total of 937 unpatented claims, covering over 69 square kilometres, located
  on federal land administered by the BLM. The Company's ownership of these claims
  is described above under Item 4.A of this Annual Report under the heading "Ivanhoe
  Property".

Location and Access

The Ivanhoe Property is located at latitude 41 degrees 06'
  north and longitude 116 degrees 31' west, in Townships 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 miles (80 kilometres). Battle Mountain is the nearest town with
  full service facilities. The nearest mining infrastructure is at the Dee Mine,
  located 8 miles (13 kilometres) 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 miles (8 kilometres) 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.

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– 31 –

A map showing the location and access to the Ivanhoe Property
  is provided below:



Environmental Matters

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

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 miles (2.8 square kilometres), and reclamation
  has been funded in part 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 to be 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 2004. See Item 4D(1)(i).

Great Basin has access to explore within the reclaimed areas,
  subject providing such activities don't interfere with reclamation. Newmont's
  consent has been obtained expeditiously in all cases to date.

In 2004, operating permits for the Hollister Development Block
  Program were secured, and on May 7, 2004, a Notice to Proceed was received from
  the BLM. In total, 32 separate permits and/or authorizations were required from
  local, state and federal authorities, most of which were in hand by May 2004.

Geology

The Ivanhoe Project is situated near the northern end of the
  Carlin Trend, a northwest-trending, 50-mile (80-kilometre) long corridor of
  mines and mineral occurrences in northern Nevada. The alignment of deposits
  along the Carlin Trend resulted from a long-lived, deep-seated northwest-oriented
  fracture system; hydrothermal systems emplaced gold into the sedimentary and
  volcanic rocks along the corridor. The key controls for Carlin-type gold deposits
  are a combination of structure and favorable host rocks. In addition, association
  with intrusive rocks is another important geological factor in the occurrence
  of Carlin Trend gold deposits.

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– 32 –

The Ivanhoe stratigraphic section includes Ordovician sedimentary
  and mid-Eocene intrusive rocks that are covered by a thin veneer of Miocene
  volcanic and volcano-sedimentary rocks. On the Ivanhoe Property, the main structures
  are east-west, north-northwest and northeast trending high-angle faults.

There is potential for two different styles of gold deposits
  at Ivanhoe. The first is Carlin style disseminated mineralization within older
  sedimentary rocks at depth. The potential for more typical Carlin style gold
  deposit was demonstrated in a deep drill hole completed in 2001, but has not
  yet been fully explored. The second is epithermal style vein deposits and associated
  disseminated gold mineralization (that was previously exploited by open pit
  mining on the property), hosted by the younger sedimentary and volcanic rocks
  that occur nearer to the surface. The focus of the Hollister Development Block
  Project is epithermal style vein deposits.

Hollister Development Block

The Clementine-Gwenivere-South Gwenivere deposits are comprised
  of gold and silver mineralization hosted with a series of near vertically dipping
  veins and vein systems. The veins have been outlined over an area of approximately
  2,300 feet (700 metres) by 1,200 feet (365 metres) and over a vertical depth
  of 750 feet (230 metres), and are potentially amenable to mining by underground
  methods. These vein systems are also thought to have been the source of lower
  grade disseminated gold mineralization, exploited previously by open pit mining
  on the property.

Exploration History

Great Basin planned and implemented a two-phase $5.0 million
  exploration program in 1999 to test for the newly interpreted multiple vein
  systems beneath the Hollister deposit, including angled core drill holes to
  establish the presence and continuity of a steeply-dipping high-grade gold-silver
  system identified on the Hollister deposit. Drill holes tested projected intersections
  of anticipated major mineralized structures trending northeast, east and northwest
  beneath the Hollister deposit; 59 holes totalling 47,827 feet (14,578 metres)
  were drilled. Geological mapping and compilation of all existing data at Hollister
  and Hatter was also done generating additional high-grade structural targets
  for drilling.

The 1999 drilling program resulted in the discovery and initial
  delineation of two high-grade gold-silver vein systems, Clementine and Gwenivere,
  in the Valmy Formation rocks beneath the Hollister deposit. At the end of 1999,
  these vein systems had been drilled over respective east-west strike lengths
  of 1,800 feet (550 metres) and 1,000 feet (305 metres).

Approximately $10.0 million was spent on exploration in
  2000, including 143 drill holes, totalling 141,832 feet (43,230 metres). The
  Clementine system was outlined over a strike length of 3,000 feet (914 metres),
  and the Gwenivere system over a strike length of 2,000 feet (610 metres). A
  third system, called South Gwenivere, was also discovered and traced over at
  least 500 feet (152 metres). Outside of the immediate Hollister area, drilling
  at Velvet, an area located 1,400 feet (425 metres) north of the Clementine vein
  system, encountered high-grade gold mineralization in a new vein system. Rotary
  hole 204 returned 15 feet of 0.56 oz. Au /ton, (4.6 metres of 19.20 g Au /tonne)
  including 5 feet of 1.04 oz. Au /ton (1.5 metres of 35.65 g Au/tonne) in a banded
  quartz vein intersection in Valmy Formation quartzites.

Drilling through 2001 continued to delineate the strike length
  and increase the number of gold-silver drill intercepts on the Clementine and
  Gwenivere vein systems. To December 31, 2001, Great Basin completed a total
  of 205,443 feet (62,619 metres) of drilling in 216 combined reverse circulation
  precollar and core tail holes.

From August 2002 to 2004, most activity related to the Ivanhoe
  property was conducted by Hecla, and directed toward gaining permits for the
  underground exploration and development program. The

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– 33 –

Hollister Development Block program was fully permitted on
  May 7, 2004. The first portal blast occurred on October 22, 2004.

During the last four months of 2004, work concentrated on
  constructing the surface facilities required to support the underground exploration
  project, including the lined waste rock storage facility and an integral water
  collection sump, water management ponds and de-silting basins, a major water
  disposal system, and installation of temporary offices and services. The decline
  was advanced nearly 200 feet (60 metres) as of December 31, 2004.

Estimates of Mineralization

Cautionary Note to Investors Concerning Estimates of Inferred
  Resources

> The following table uses the term "inferred resources".
>     Great Basin advises investors that while this term is recognized and is required
>     by Canadian regulations (under National Instrument 43-101 Standards of
>     Disclosure for Mineral Projects), 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 an Inferred Mineral
>     Resource will ever be upgraded to a higher category. Under Canadian rules,
>     estimates of Inferred Mineral Resources may not form the basis of feasibility
>     or pre-feasibility studies, or economic studies except for a Preliminary Assessment
>     as defined under National Instrument 43-101. Investors are cautioned not
>     to assume that part or all of an inferred resource exists, or is economically
>     or legally mineable.

In October 2001, Behre Dolbear & Company Ltd. was retained
  by the Company to audit Great Basin's internal preliminary resource estimate
  for the high-grade epithermal gold-silver veins that make up the Clementine,
  Gwenivere and South Gwenivere vein deposits. Behre Dolbear's work was supervised
  by James A. Currie, P.Eng., the independent qualified person for the estimate.
  The current estimate of the resources at a 0.25 oz/ton gold cut-off is:

|Resource Category | Tons(000's) | Grade Au
      (ounces per ton) | Grade Ag
      (ounces per ton)
|----------------- | ----------- | ------------------------------- | -------------------------------
|Inferred          | 719,000     | 1.29                            | 7.0                            

Based on the detailed review, Behre Dolbear concluded that
  the preliminary resource estimate was conducted in accordance with parameters
  conforming to Canadian Securities Association (CSA) National Instrument ("NI")
  43-101 and NI 43-101CP. Great Basin understands the preliminary nature of the
  resource estimate for the Ivanhoe deposit and as such, only classified the resource
  as inferred. As the inferred resource, by definition of CSA NI 43-101CP, was
  estimated based on reasonably assured, but not confirmed geological and grade
  continuity, significant uncertainty is present for the resource estimate.

Plan of Operation in 2005

Hollister Development Block

Hecla is the operator of the underground exploration and development
  program at the Hollister Development Block. The proposed Stage 1 program consists
  of underground development to access the eastern extremities of the gold veins
  identified to date, and underground drilling leading to the

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– 34 –

establishment of mineral reserves and completion of a feasibility
  study. Stage 2 consists of preproduction underground development leading to
  commercial operations from the Gwenivere and Clementine high-grade gold veins.

The proposed layout for the underground access to the veins
  and drill stations is shown in Figure 2.

Figure 2 Underground Development Layout


The following description of the 2005 programs at the Hollister
  Development Block is derived from a summary by the operator of the exploration
  programs.

The underground exploration project at the Hollister Development
  Block consists of approximately 8,200 feet of underground excavation, including
  decline access to the mineralized structures, crosscuts, diamond drill stations,
  muck bays and miscellaneous openings. Approximately 5,000 tons of bulk samples
  from the different veins within the system are planned, along with approximately
  55,000 feet of diamond drilling from underground locations. Surface support
  facilities for the underground exploration project have been located in the
  existing east Hollister pit, thereby limiting most surface disturbance to areas
  associated with previous mining activities.

Plans for 2005 include excavating approximately 6,000 feet
  of decline, crosscuts, drill stations and miscellaneous openings. For 2005,
  approximately 35,000 feet of diamond drilling is planned from underground stations.
  Hecla expects to spend between $8 million and $10 million in 2005 on
  exploration activities. The feasibility study is expected to be completed in
  July 2006.

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– 35 –

Recent Exploration

In January 2005, an advance of 145 feet (44 metres) was achieved.
  A second shift of miners was added in February 2005 to increase the rate of
  progress. Other activities have included site preparation, construction of shops
  and other facilities, as well as development of appropriate sites for collection
  of broken rock and environmental monitoring of these areas.

Remainder of Ivanhoe Property

In 2005, the Company will focus on working with Hecla to advance
  exploration and development of the Hollister Development Block. Exploration
  of the remainder of the property will be reassessed, once the Hollister Development
  Block is sufficiently advanced.

(2)           BURNSTONE
  PROPERTY, MPUMALANGA PROVINCE, SOUTH AFRICA

Ownership

The Company's ownership of the Burnstone Gold Property is
  held through its interest in Southgold. The Company's acquisition of Southgold
  is described above under Item 4A of this Annual Report under the heading "Burnstone
  Gold Property". The Burnstone Gold Property now encompasses 35,411 hectares
  (approximately 87,502 acres). A summary of the mineral rights currently under
  option are tabulated below.

|FARM                     | Hectares |        | FARM                    | Hectares
|------------------------ | -------- | ------ | ----------------------- | --------
|Rietbuilt Estates 505 IR | 800      |        | Witpoort 565 IR         | 835     
|Brakfontein 513 IR       | 1,493    |        | Rietfontein 566 IR      | 535     
|Witpoort 545 IR          | 3,321    |        | Kleinfontein 567 IR     | 398     
|Rietvalei 546 IR         | 1,733    |        | Bakkiesfontein 568 IR   | 424     
|Van Kolderskop 547 IR    | 2,350    |        | Soly Sombra 570 IR      | 41      
|Rustfontein 548 IR       | 2,291    |        | Zyferfontein 576 IR     | 1,507   
|Springfontein 549 IR     | 1,230    |        | Doornhoek 577 IR        | 2,818   
|Van Kolderskop 550 IR    | 760      |        | Roodepoort 598 IR       | 3,990   
|Dagbreek 551 IR          | 721      |        | Vlakfontein 599 IR      | 565     
|Van Kolderskop 552 IR    | 325      |        | Rietvly 600 IR          | 93      
|Reitfontein 553 IR       | 442      |        | Stryfontein 609 IR      | 415     
|Bantoedorp 555 IR        | 278      |        | Herpsfontein 610 IR     | 785     
|Vlakfontein 556 IR       | 2,324    |        | Silverbank 611 IR       | 425     
|Balfour 557 IR           | 446      |        | Mooiplaas 614 IR        | 527     
|Vlakfontein 558 IR       | 964      |        | Barnardskop 637 IR      | 2,429   
|Rietfontein 561 IR       | 1        |        | Hartbeetsfontein 638 IR | 145     
|TOTAL HECTARES           |          | 35,411 |                         |         

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– 36 –

The project is situated on portions of 32 farms, as shown
  in Figure 3. This figure also shows the mineral rights held.

Figure 3 Burnstone Mineral Rights Ownership (2003)


Under current South African law it is not necessary for the
  holder of a right to a mineral to own the surface of the land that it intends
  mining. The mineral right holder does not even need the consent of the surface
  owner or to pay the surface owner for the use of the land in connection with
  its mining activities.

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– 37 –

This is so because in common law the mineral right holder’s
  rights take precedence over the rights of the surface owner. The justification
  for this is that the ancillary rights to use the surface of the land for mining
  purposes is part of what was bought and paid for by the mineral right holder
  the first time the mineral rights were severed from the surface of the land.

Great Basin, may prefer, for a variety of reasons, to own
  these surface rights anyway as Section 54 of the new Act provides, among other
  things, that if a landowner or occupier refuses to allow a holder of a mining
  right on to his land then the Regional Manager will instigate a procedure to
  determine the compensation payable by the holder of the mining right to the
  land owner or occupier if the Regional Manager is of the opinion that the land
  owner or occupier is likely to suffer loss or damage as a result of the mining
  operations. Surface rights to be acquired will be determined should the Burnstone
  Project proceed to development.

On October 10, 2003, pursuant to a Prospecting Agreement between
  GFL Mining Services Limited ("GFL"), Randex Limited ("Randex"),
  and Southgold, Southgold elected to purchase certain mineral rights held by
  GFL and Randex totaling 11,563 hectares within the Burnstone Property which
  were not covered under Southgold's then-existing rights, for 35 million South
  African Rand ("ZAR") (Cdn$6,695,598). The Company funded Southgold's
  purchase of these rights by way of a cash payment. Additional consideration
  for the purchase of these mineral rights consists of a net smelter royalty,
  ranging from 1% to 2% (tiered to the gold price), and payable to GFL. Current
  South African legislation abolishes private mineral title and, possibly, private
  royalties, and replaces them with a system vesting mineral tenure in the state.
  Under the Prospecting Agreement, in the event of a change in the mineral rights
  regime in South Africa, the parties have agreed to negotiate amendments to the
  Prospecting Agreement, if possible without causing undue hardship to each of
  the parties.

The mineral rights acquired from GFL and Randex constitute
  approximately 36% of the total property originally under option. The remaining
  mineral rights are held under option with "old order" mineral right holders.
  The Company is presently in the process of converting the "old order" rights
  to "new order" rights. In the event that all mineral right options are exercised
  and the options are exercised at the end of each contract, the maximum cost
  to the Company would be approximately ZAR 81 million (equal to approximately
  US$11.7 million as at June 1, 2005).

Puma Gold (Proprietary) Limited ("Puma") is a private South
  African company which holds prospecting and option contracts over four portions
  of the farm Doornhoek 577 IR located on the eastern edge of the Burnstone Property,
  of which one portion was dropped by the Company in October 2004. These options
  give Puma the right to explore and acquire certain mineral rights on this farm.
  Pursuant to the Option Agreement, the Company agreed to fund 1,500 meters of
  exploration drilling and related assaying work and other direct exploration
  costs totaling US$100,000 (Cdn$120,000) on this property. To December
  31, 2004, the exploration spending and drilling commitments had been met.

Upon completion of the required exploration work, the Company
  may acquire 100% of the shares of Puma by paying US$2 per proven, probable,
  and indicated ounce of gold (adjusted for mining and geological dilution) determined
  in a bankable feasibility study, to a maximum of US$500,000.

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– 38 –

Mining and Exploration in South Africa Generally

The South African mining sector has undergone a series of
  significant legislative changes in the past two years. These changes include
  the introduction of:

| | - | the Mineral Development Act;                                                                            
| | - | --------------------------------------------------------------------------------------------------------
|
| | - | the Charter and the related check-list document
        released in February 2003 ("the Scorecard"); and
|
| | - | the Royalty Bill.                                                                                       

In order to understand these legislative changes, the form
  of "old order" mineral tenure that currently prevails in South Africa and which
  will be significantly altered and replaced by a "new order" form of mineral
  tenure by virtue of such changes must first be discussed.

Old Order Mineral Tenure in South Africa

South African mineral tenure is currently governed primarily
  by the common law and the Minerals Act 1991 ("Minerals Act"). The South African
  system of mineral rights has developed over many years to its present state
  under a dual system in which some of the mineral rights are owned by the State,
  and some by private holders. The State controls the exercise of prospecting
  and mining rights under the administrative system of prospecting permits and
  mining authorizations referred to below. Mineral rights are officially registered
  and are tradeable. They have historically been the subject of considerable financial
  investment that has resulted in the acquisition and registration of rights by
  prospectors and miners over relevant areas of interest.

Mineral rights represent a parcel of rights including the
  rights to prospect and mine (although the exercise of such rights is subject
  to authorization under the Minerals Act) together with ancillary rights to do
  what is reasonably necessary in order to effectively carry on prospecting or
  mining operations. The holder of mineral rights may grant subordinate rights
  to prospect under a prospecting contract or grant subordinate rights to mine
  under a mineral lease or may sell or otherwise dispose of the rights. The term
  "farm" is frequently used to identify the land area to which rights have been
  granted. The mineral rights owner is ordinarily compensated by the exploiter
  of the minerals for the depletion of the non-renewable resource through the
  outright purchase of the mineral rights, or, less commonly, through the payment
  of royalties. In South Africa, the mineral right owner is not permitted to prospect
  or mine for minerals without having obtained a prospecting permit or mining
  authorization from the State. These licenses are not transferable. They are
  aimed at controlling prospecting and mining, having regard to considerations
  of health and safety, environmental rehabilitation and responsible extraction
  of the ore. Conversely, a prospecting permit or mining authorization cannot
  be granted unless the applicant is the holder of the relevant mineral right
  or has acquired the holder's consent to prospect or mine. Reconnaissance work
  can and does take place without the necessity to hold a permit, provided the
  work does not fall within the definition of "prospecting" in the Minerals Act.

New Order Mineral Tenure in South Africa

The Mineral Development Act was assented to on 3 October 2002
  and came into effect on May 1, 2004. The Mineral Development Act is an ambitious
  statute with wide-ranging objectives, including sustainable development and
  the promotion of equitable access to South Africa's mineral wealth by the inclusion
  of Historically Disadvantaged Persons in the industry.

The Mineral Development Act legislates the abolition of private
  mineral rights in South Africa and replaces them with a system of state licensing
  based on the patrimony over minerals being vested in the

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– 39 –

nation, as is the case with the bulk of minerals in other
  established mining jurisdictions such as Canada and Australia. "Use it or lose
  it" principles will now apply in respect of mineral rights. Most of the complexity
  of the new regime lies in the transitional provisions which deal with the conversion
  of so called "old order" rights to "new order" rights. Private holders of old
  order mineral rights will have limited exclusive time periods to convert these
  rights to new order rights once the Mineral Development Act comes into effect.
  Holders of old-order mining rights in respect of which a mining authorization
  has been granted under the Minerals Act will have five years to lodge their
  rights for conversion into new order mineral rights. A period of two years will
  be allowed for old order mineral rights in respect of which a prospecting permit
  has been issued under the Minerals Act to be converted to new order prospecting
  or mining rights. Security of tenure will thereafter be guaranteed for a period
  of up to 5 years with respect to prospecting rights, and up to 30 years with
  respect to mining rights, subject to ongoing compliance with the conditions
  of grant.

In order to be able to convert old order rights to new order
  rights, the holder:

| | - | must hold the underlying right (to mine or prospect,
        as the case may be) in terms of the common law or legislation prevailing
        immediately before the coming into effect of the Mineral Development
        Act;                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - | must hold a mining authorization or prospecting
        permit, as the case may be, issued in terms of the Minerals Act;                                                                                                                                           
|
| | - | must be actively conducting mining or prospecting
        operations, as the case may be, on the relevant property on the date that
        the Mineral Development Actcomes into effect (that is, the right
        must not be an "unused old order right");     
|
| | - | must lodge its old order right for conversion at
        the relevant office of the Department of Minerals and Energy ("the DME");                                                                                                                                 
|
| | - | for mining rights, is required (under Schedule II,
        item 7, of the Mineral Development Act) to "give effect to" the
        BEE and socio-economic objectives set out in Sections 2(d) and (f) of
        the Mineral Development Act("the Objectives"); and
|
| | - | for mining rights, must submit a prescribed social
        and labour plan.                                                                                                                                                                                        

A person converting an existing mining right has to commit
  to giving effect to the Objectives. In general, these Objectives are embodied
  in the Charter and are discussed below. No undertaking to promote the Objectives
  is required under the Mineral Development Act for the conversion of existing
  prospecting rights.

The current rights optioned and permitted by the Company do
  not fall in the category of "unused old order rights", but are classified as
  "old order prospecting rights". As such, a period of two years will be allowed
  for such rights to be converted to new order prospecting or mining rights.

In relation to any old order right with respect to which a
  mining authorization or prospecting permit will not have been issued when the
  Mineral Development Act comes into effect, there will be a one year period during
  which the holder has an exclusive right to apply for a new order right. A person
  applying for a new mining right (as opposed to converting an old order mining
  right) will have to demonstrate, among other requirements, that the Objectives
  and the imperatives of the Charter will be advanced by the grant of the right.
  In practice, this will probably mean that the applicant will already have to
  have met the BEE targets set out in the Charter for the purposes of that application.
  In relation to applications for new

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– 40 –

prospecting rights, it is unclear whether the Minister will
  require applicants to be in strict compliance with these targets.

The Charter sets out the major areas in which change is required
  in the South African mining industry, such as ownership, human resource development,
  employment equity, procurement, community and rural development and the beneficiation
  of minerals. The details for the beneficiation requirements will be set out
  in a further statute. The Charter will not have the force of the law and, it
  appears, could be amended at any time by the Minister. It is a document published
  under section 100(2)(a) of the Mineral Development Act, which sets the framework,
  targets and timetable for effecting the entry of HDPs into the mining industry.
  The Charter (as read with the Scorecard) requires each mining company to achieve
  the following BEE ownership targets ("the HDP Ownership Targets") for the purposes
  of qualifying for the grant of new order rights:

| | - | 15% ownership by HDPs in that company or in its
        attributable units of production within 5 years of the coming into force
        of the Mineral Development Act; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | - | 26% ownership by HDPs in that company or in its
        attributable units of production within 10 years of the Mineral Development
        Actcoming into effect.          

The Scorecard is a check-list that requires mining companies
  to indicate the extent of their achievement in the aspirational areas for empowerment
  identified by the Charter. Each company's points on the Scorecard will be used
  by the Minister in deciding applications for new order rights by that company.

In March 2003, the Government released the Royalty Bill outlining
  the state's policies with regard to the payment of royalties by mining companies.
  The Bill proposes that companies producing gold pay a royalty of 3% from the
  sales of gold. The royalty would be payable on gross revenue and will be based
  on deemed values determined from published tradable figures, rather than actual
  accruals to the mining company concerned. The Royalty Bill is presently under
  discussion and comment. In his annual budget speech on February 18, 2004 the
  South African Minister of Finance announced that the implementation of the Royalty
  Bill, even once finalized, will occur only in 2009.

Current State prospecting fees range from ZAR 3 per hectare
  in year one to ZAR 7 per hectare in year five. Currently, State royalties on
  precious metals are 1% of gross revenue. This royalty rate is currently being
  reviewed and may be amended by the State. These amounts will become payable
  to the State upon conversion of "old order" rights to "new order" rights, and
  do not take existing commitments towards current mineral rights holders into
  account.

Access, Climate and Physiography

The Burnstone Property is located about 80 kilometres (50
  miles) southeast of Johannesburg and just east of Balfour, in the Mpumalanga
  Province 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 metres
  (5,480 feet). Topographic relief in the area is primarily gently rolling grassland
  terrain. The area has a mild climate, with about six weeks of chill and frost
  in mid-winter (July-August). Due to the relatively high altitude the winter
  nights can be cool. The rainy season occurs during the summer and drought conditions
  usually prevail in winter. Summer rainstorms can be intense.

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. A proposed Rand Water Board trunk
  water main passing near to Balfour has excess pipeline capacity sufficient to
  service the mine/mill needs.

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– 41 –

Figure 4 Geology of Witwatersrand Basin and Location of Burnstone Property


Geology

Burnstone is located in the South Rand area, in the northeastern
  part of the Witwatersrand Basin. The rock sequence in the South Rand includes:
  Archean basement rocks, unconformably overlain by the West Rand Group, comprising
  about 1,500 metresof alternating sandstone and shale units; overlain
  by approximately 900 metres (2,950 feet) of the Central Rand Group strata that
  includes the Kimberley Reef horizon; overlain by the Johannesburg Subgroup,
  including about 300 metres (985 feet) of volcanic and sedimentary rocks; topped
  by approximately 600 metres (1,970 feet) of sandstone and conglomerate of the
  Turffontein Subgroup.

Gold occurs in a conglomerate unit called the Kimberley Reef
  that occurs at the base of the Turffontein Subgroup. Although the Kimberley
  conglomerate is somewhat variable, typically, it comprises between 70 and 90%
  well-rounded pebbles, made up predominantly of milky vein quartz, with lesser
  chert, blue quartz, jasper, quartzite, shale and other rock fragments, in a
  matrix of finer, more angular quartz grains and other minerals.

An 18-kilometre long northwest-southeast gold trend has been
  outlined on the Burnstone 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. As a result, a substantial portion of
  the trend

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– 42 –

lies at between 250 and 750 metres (820-2,640 feet) in depth,
  which is relatively shallow for Witwatersrand gold deposits.

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
  1960's 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 (the VFN-series)
  were also drilled by Anglovaal Mining Limited, ("Avmin"), the principal shareholder
  of Avgold Limited.

Southgold acquired the Rietbuilt Estates ground in 1999, and
  then acquired Gold Fields' Burnstone property and the related Avmin ground in
  2000. In 2000, under the direction of the new management of Pangea, Southgold
  acquired a significant number of surrounding properties that were held by private
  individuals. Three boreholes, SG1 through SG3, were drilled by Southgold in
  1999 and early 2000, and a further 15 boreholes, SG4 through SG18, were completed
  from May to July 2002. Over the course of these exploration programs, it was
  thought that the Kimberley Reef in the Burnstone area was folded upward into
  an antiform and as a result, only buried to a comparatively shallow depth for
  Witwatersrand gold deposits.

Prior to August 2002, Southgold commissioned Global Geo Services
  (Pty) Ltd ("GGS") to estimate the mineral resources of Area 1 and 2. In August
  2002, Great Basin commissioned GeoActiv to complete a geological review of the
  project and resource estimates for Area 1 and 2, and Behre Dolbear & Company
  ("Behre Dolbear") to review the engineering considerations for the Burnstone
  Project (see The Mineral Corporation and Behre Dolbear under Preliminary Engineering
  Studies below). The same drill holes and composites were used by GGS and GeoActiv
  and the global estimates are similar.

The Mineral Corporation ("TMC") completed a Scoping Study,
  assessing the development of the Burnstone Project Area 1, based on the 2002
  resource estimate by GGS, as a conventional underground mine operating at a
  milling rate of 75,000 tonnes per month and producing approximately 144,000
  ounces of gold per annum. TMC used a mine design resource for Area 1 of 19,234,000
  tonnes having a mill head grade of 5.25 g/t.

Great Basin drilled approximately 65,190 metres (214,000 feet)
  in 101 master holes and deflections on the Burnstone property in 2003. Thirty
  holes were drilled at Area 1 during January to April 2003. Expenditures on this
  program met Great Basin's initial US$1.5 million commitment under the November
  2002 agreement. 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. Behre Dolbear was commissioned to estimate the mineral
  resource for the Area 1 deposit in June 2003. Behre Dolbear's resource estimation
  specialists reviewed the model, updated the estimate and classified the mineral
  resource based on 57 core holes and 208 valid core hole deflections.

From July to December 2003, two phases of drilling were done
  and engineering studies, including cost estimates, for underground development
  of the Area 1 deposit were initiated. The independent firm, Turgis Consulting
  (Pty) Ltd., began to assess various development options, including a larger-scale,
  higher-throughput operation with the potential for increased annual gold production.
  Additional options are being considered, such as multiple declines and a combination
  of trackless and traditional methods to access the shallower and deeper portions,
  respectively, of the deposit.

---

– 43 –

Fifteen holes were drilled in Area 1, 42 holes in Area 2 and
  14 holes in Area 3. The Area 1 program focused on defining the location of faults
  in the deposit in conjunction with engineering studies. The objective of drilling
  at Area 2 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 to 1,000 metres (1,310-3,280 feet) over an area
  of 3.5 kilometres by 3 kilometres (2.2 miles by 1.9 miles), and the deposit
  is still open to expansion. At Area 3, holes were mainly drilled at 300 metres
  (985 feet) spacing along two fences, 500 metres (1,640 feet) apart. At Area
  4, there appears to be a series of stacked conglomerates, the gold-bearing units
  in the Witwatersrand, within the sedimentary sequence.

Recent Exploration

The 2004 program commenced in early January. Work at Area
  1 focused on refining the location of structures, and decreasing the drill spacing
  in portions of the deposit defined over an area of two square kilometres (0.77
  square miles) with good continuity of gold mineralization. The Area 2 deposit
  was drilled at a spacing of 350-700 metres (1,150-2,300 feet) over an irregular
  area of approximately three square kilometres (1.2 square miles).

Drilling by Great Basin from January 2003 to October 2004
  totals 111,000 metres (364,200 feet) of NQ core from 173 drill holes in the
  resource area, with 43,680 metres (143,300 feet) in 68 holes in Area 1, 39,750
  metres (130,410 feet) in 56 holes in Area 2, 16,740 metres (54,900 feet) in
  33 holes in Area 3, and 10,840 metres (35,550 feet) in 16 holes in Area 4. This
  work has revealed that several of the gold-bearing areas are continuous, for
  example, Area 4 at the southern edge of the gold trend, was found to be contiguous
  with the Area 1 gold deposit. The Company's technical experts now suggest that
  the gold occurrences at Burnstone are all part of one deposit, with several
  areas of gold concentration. As a result, the current mineral resources for
  the entire Burnstone Project are now tallied together (see Estimates of Mineralization
  below).

Engineering

2004 Pre-feasibility Study - Area 1

A Pre-feasibility Study focused on Area 1 of the Burnstone
  Project was completed in November 2004 based on the Measured and Indicated Resource
  estimated in June 2004.

All studies for the Pre-feasibility were done by consulting
  firms based in South Africa. Turgis Consulting (Pty) Ltd. ("Turgis") addressed
  mine planning and design, and estimated the mineral reserve; MDM Ferroman developed
  the mill process and plant design, utilizing metallurgical testwork by Mintek
  Laboratories; and Knight Piesold (Pty) Ltd. addressed the environmental and
  permitting aspects of the project, including tailings, water supply, and infrastructure.
  D. Dodd, B.Sc., SAIMM, and J. Edwards, B.Sc., SAIMM, are responsible for the
  metallurgical section and R.J. Scheurenberg, Pr.Eng., completed the environmental
  and permitting sections. Turgis also conducted the independent review of the
  cash flow and other economic analyses, based on the underlying work. Turgis
  is a well established specialized technical firm that provides a wide range
  of consulting services in the design and operation of mines in Africa. A.D.
  Pooley, Pr.Eng., is the independent qualified person who led the work by Turgis.

The Pre-feasibility mine plan indicates that a mine at Area
  1 could produce an average of 236,000 ounces of gold, annually, at a steady
  state operation over a 12 year mine life. Within the Study, all monetary units
  are in 2004 United States Dollars (US$) and South African Rand (ZAR), with
  ZAR:US$ exchange ratio of 7:1. At a gold price of US$375 per ounce,
  the pre-tax and 100% equity-financed economic model forecasts the net present
  value at a 5% discount of US$175 million and an internal rate of return
  of 24% for an underground operation utilizing a conveyor system. The estimated
  capital cost is US$92 million to

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– 44 –

commencement of milling (inclusive of capitalized operating
  costs), with a payback of 4.5 years from the start of milling. The average cash
  cost to produce an ounce of gold is estimated to be US$187 per ounce.

The Pre-feasibility mine plan involves a combination of conventional
  narrow reef mining and flexible mechanized development in the footwall of the
  gold-bearing Kimberley Reef. Rock handling at the reef level would be accomplished
  with low profile trucks delivering ore and waste to a central loading pocket
  at the base of the decline loading either a conveyor or a shaft bulk haulage
  system. Production statistics and financial analyses are provided in the study
  for both the conveyor and shaft options. The shaft option is cheaper to operate
  but has higher capital costs.

A crushing system would reduce material to a size of <150
  mm prior to conveyance or hauling to surface. The processing plant capacity
  as proposed is to treat 1.5 million tonnes per year in a closed circuit, semi-autogenous
  grinding mill, followed by a gravity circuit as well as a Carbon-in-Leach process,
  producing gold by electrowinning and smelting. Gold recovery is estimated to
  be 95%. The tailing facility has a capacity of 40 million tonnes, sufficient
  to allow for additional material from other Burnstone resources, when developed.

Sensitivity analyses show that the project is most sensitive
  to gold price and exchange rates. At a South African rand to United States dollar
  exchange ratio of 7:1 as used for the study, the IRR varies from 19% for a gold
  price of US$350 per ounce to 32% for a gold price of US$425 per ounce.
  At a US$375 per ounce gold price, the IRR varies from 14% for an exchange
  rate of 6:1 to 32% for a rate of 8:1.

Estimates of Mineralization

Cautionary Note to Investors Concerning Estimates of 
  Measured, Indicated and Inferred Resources

> This section uses the terms "measured resources", "indicated
>     resources" and "inferred resources". Great Basin advises investors that while
>     these terms are recognized and are required by Canadian regulations (under
>     National Instrument 43-101 Standards of Disclosure for Mineral Projects),
>     the United States Securities and Exchange Commission does not recognize them.
>     Investors are cautioned not to assume that any part or all of the mineral
>     deposits in these categories will ever be converted to reserves.In addition,
>     "inferred resources" have a great amount of uncertainty as to their existence
>     and economic and legal feasibility. It cannot be assumed that all or any part
>     of an Inferred Mineral Resource will ever be upgraded to a higher category.
>     Under Canadian Rules, estimates of Inferred Mineral Resources may not form
>     the basis of Feasibility or Pre-Feasibility Studies, or economic studies except
>     for a Preliminary Assessment as defined under 43-101. Investors are cautioned
>     not to assume that part or all of an inferred resource exists, or is economically
>     or legally mineable.

E. Siepker, Pr.Sci.Nat., of GGS, and G.J. van der Heever,
  Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty) Ltd. ("GeoLogix"),
  completed resource estimates described in a February 2005 technical report.
  Ordinary Kriging and Inverse Distance to the power of three methods were used
  to estimate the resources in five distinct geo-zones, based on a database of
  191 holes and a total of 544 deflections off the master holes (providing 735
  valid intersections) drilled by Great Basin and previous operators. The resource
  classifications were defined by the range of a variogram (a graph which describes
  the variance of the samples in a deposit as a function of distance) determined
  from the drill hole data. The measured resources are defined as up to 50% of
  the variogram range, the indicated resources are up to the range of the variogram
  and inferred resources are beyond the variogram range, all within geo-zone boundaries
  (Figure 5).

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– 45 –

Figure 5 Drill Plan and Classification of Mineral Resources


The gold resources outlined for the Burnstone goldfield (including
  Area 1), diluted over a 1 meter width and estimated at a 350 cm g/t cut-off,
  are tabulated below:

|Resource Category    | Tonnes (000's) | Grade Au (g/t)
|-------------------- | -------------- | --------------
|Measured             | 38,278         | 5.08          
|Indicated            | 6,896          | 4.50          
|Measured + Indicated | 45,174         | 4.99          
|Inferred             | 13,965         | 10.37         

Approximately 64% of the measured and indicated resources
  in the February 2005 resource estimate at the 350 cm g/t cut-off are part of
  the Area 1 deposit on which the 2004 pre-feasibility study was completed. With
  the significant increase in the estimated resources, it is anticipated that
  a larger operation could be developed.

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– 46 –

Plan of Operation – Engineering, and Drilling
  and Geology in 2005

Engineering

Recommendations from the pre-feasibility report on Area 1
  include: a full study suitable for project financing be undertaken on the Burnstone
  Property – Area 1. This should be undertaken in conjunction with the completion
  of environmental studies and commencement of permit applications.

Some areas to be further addressed in the feasibility study
  include:

|1. | Metallurgical test work to increase confidence in
        mill and circuit design.                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Detailed design and costing of the main underground
        infrastructure.                                                                                                      
|3. | Geotechnical holes along the proposed decline and
        shaft positions to ensure adequate knowledge is gained of these critical
        items.                                
|4. | Hydrological studies of the reef horizon to ensure
        adequate design of the water handling system.                                                                         
|5. | Surface geotechnical work to allow identification
        of final sites for surface infrastructure.                                                                             
|6. | Expanded environmental baseline monitoring for use
        in the Environmental Impact Assessment and to provide a database of existing
        conditions for use in operations.

Drilling and Geology

Recommendations from resource estimation report include gathering
  additional technical information to more fully evaluate the development strategy
  for the Burnstone Project. More specifically, this includes:

|1. | More infill drilling should be done in the central
        block (previously part of Area 2), determining whether the area might
        be more economically feasible (drill to a measured resource status if
        economic feasibility seems possible).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Limited drilling should be done in the south-eastern
        block (previously Area 3), around borehole 3090 since this borehole intersected
        well developed Kimberley reef with high gold grades.                                                   
|3. | Further drilling should be done towards the south-west
        of the north-western and central blocks (previously Areas 4 and 2). This
        would define the central higher grade area and southern area better.                                        

Refinement of structural and sedimentological models should
  be undertaken on an on-going basis. As the February 2005 technical report indicates
  additional resources may be available for development, the following budget
  incorporates the cost for studies for the total project.

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– 47 –

|Drilling and Feasibility Study Budget           
|------------------------------------------------
|Project Task                                    
|Drilling contractor costs                       
|Field consumables, assays and QA/QC             
|Technical staff, accommodation, transportation  
|Subtotal Drilling                               
|Feasibility study work                          
|Environmental site assessment                   
|Metallurgical tests                             
|Geo-technical field work/compilation            
|Plant and infrastructure                        
|Mine design, operations review, options analysis
|Project review and supervision                  
|Subtotal
      Feasibility Work                 
|TOTAL                                           

Additional drilling was done early in 2005 as per the recommendations
  above. The data has been compiled and the geological models for the goldfield
  are being updated. Resource estimates will be updated in conjunction with the
  feasibility study.

The feasibility study for Burnstone is scheduled to be completed
  near the end of 2005. Detailed site layouts and process design are well advanced.
  The geological block model and structural model have been finalized and the
  detailed mine design has commenced. The current plan envisions the mine to be
  accessed via a man material decline with ore and waste hoisting undertaken through
  a blind sunk vertical shaft. Primary development is envisioned to be undertaken
  using mechanized equipment. Mining of the Kimberley reef is expected be undertaken
  using conventional mining methods commonly employed in mining narrow Witwatersrand
  ore bodies. Base line environmental studies have been largely completed. Consultation
  with local communities has commenced in order to identify issues and concerns.
  The neighboring communities are generally very receptive to the development
  of the mine, particularly given that the mine will stimulate economic growth
  and employment in an impoverished area. It is anticipated that an application
  for a mining license as required by the Minerals and Petroleum Resources Development
  Act would be undertaken in early 2006.

CASINO PROPERTY

Ownership Interest

The Company's ownership interest in the Casino
  Property is described in Item 4.A of this Annual Report under the heading "Casino
  Property".

The Casino Property comprises 161 mineral claims, comprising
  2,318 hectares (5,728 acres). There are 23 claims in good standing until 2006
  the remaining claims are in good standing until 2008.

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– 48 –

Location and Access

The Casino porphyry gold-copper-molybdenum deposit is situated
  at 62 degrees 43' north latitude and 138 degrees 49' west longitude. It is located
  306 kilometres (190 miles) northwest of Whitehorse, the capital of Yukon Territory,
  Canada (Figure 6) at an elevation of 1,200 metres (3,935 feet) above mean sea
  level in the Dawson Range. The Alaska Highway is 120 kilometres (74 miles) to
  the southwest and the Klondike Highway is 105 kilometres (65 miles) to the east.
  Access to the Casino Property is by wheeled aircraft to the existing property
  landing strip; via a 224-kilometre (139-mile) winter tote road from Burwash
  Landing on the Alaska Highway; or via river barge along the Yukon River from
  Dawson City (200 kilometres or 124 miles). The setting of the property consists
  of lightly vegetated hills and a few low mountains. The area has cold dry winters
  and warm dry summers.



Figure 6 Location of Casino Property

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– 49 –

Property Geology

The deposit was discovered from geochemical, geophysical and
  geological surveys, indicating the presence of a large copper-gold-molybdenum
  geochemical anomaly centered over a late Cretaceous breccia complex. This has
  since become known as the Casino breccia complex. The mineral deposit lies within
  an unglaciated region of the Yukon with a mature topography and deep surficial
  weathering. Drilling has shown that there is a vertical zonation in gold, copper,
  and molybdenum within the Casino breccia complex. Zones include leached cap,
  supergene (enriched) and hypogene (primary sulphide) zones of mineralization.
  Geological logging of drill core has shown the presence of a large, typical
  porphyry-type, hydrothermal alteration facies with a central gold-copper potassic
  (potassium-feldspar-biotite-magnetite) facies in the Casino breccia complex.
  Gold-copper-molybdenum mineralization occurs within an approximately one square
  kilometre (0.386 square mile) area centered on Patton Hill.

Exploration History

The Casino deposit is a bulk tonnage porphyry copper deposit
  with significant gold and molybdenum values. The deposit area has not been eroded
  by glaciation and, combined with the high degree of fracturing and permeability
  in the rocks has resulted in deep weathering and development of distinct mineral
  zones. Commencing from surface, the uppermost zone is a leached gold zone from
  which most of the copper has been leached away by descending groundwater. A
  copper-enriched, supergene gold-copper zone underlies the leached zone; copper
  from the leached zone was redeposited in the supergene zone. Below the supergene
  zone is the hypogene zone, which contains primary gold, copper, and molybdenum
  mineralization that has not been affected by surface weathering or supergene
  enrichment.

In 1991, Big Creek Resources Ltd. and Archer, Cathro and Associates
  (a mining consulting firm with common principal and shareholders of Big Creek)
  optioned the Casino Property from Casino Silver Ltd. In 1992, Archer, Cathro
  commenced a drilling program with an objective of establishing the gold content
  of the deposit. Drilling of 4,729 metres (15,515 feet) of large diameter HQ
  core in 21 vertical holes was completed in the central portion of the known
  mineral deposit, primarily filling between old drill holes. Due to larger sample
  size, better core recovery, and improved assaying methods, significant gold,
  copper and molybdenum grades were verified over the area drilled.

During 1993, Pacific Sentinel conducted an intensive, large
  diameter diamond drilling program comprising 50,531 metres (165,785 feet) of
  drilling in 107 test holes on a systematic grid layout at 100 metre (330 foot)
  centers over a portion of the Casino Property. The drilling program confirmed
  that the Casino deposit measures approximately 792 metres (2,600 feet) north-south,
  1,280 metres (4,200 feet) east-west, and averages 354 metres (1,160 feet) thick.
  Overburden, averaging 7.9 metres (26 feet) thick, overlies an oxide gold zone
  that averages 70 metres (230 feet) in thickness. Underlying the copper leached
  gold zone is a copper enriched supergene blanket averaging 60 metres (197 feet)
  thick. A primary gold-copper-molybdenum mineralized hypogene zone, averaging
  233 metres (764 feet) thick, lies below the supergene zone.

In 1994, Pacific Sentinel spent approximately $4.5 million
  completing an infill, delineation and geotechnical drilling program on the Casino
  Property comprising 18,038 metres (59,180 feet) of large diameter diamond drilling
  in 108 holes. Infill drilling verified the continuity of mineralization of the
  three principal zones. Total drilling conducted by Pacific Sentinel on the Casino
  Property is 68,564 metres (224,947 feet) in 215 large diameter holes and the
  overall mineral deposit has been defined for the purpose of open pit mine planning.
  In addition, geotechnical drilling to evaluate pit wall stability and sites
  for heap leaching, tailings, waste rock storage and plant facilities has been
  completed for mine engineering and design purposes.

Environmental and Socioeconomic

An environmental baseline program was initiated in July 1993
  to investigate the environmental aspects of the Casino Property and surrounding
  area. This program includes the documentation of local vegetation, wildlife,
  fish, climate and hydrology. Great Basin has not encountered any unusual environmental
  concerns for the Casino Property. To date, the Casino Property has not been
  affected by any Aboriginal land claims.

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– 50 –

|ITEM
      5.                 OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
|--------------------------------------------------------------------------------

The following discussion should be read in conjunction with
  the audited consolidated financial statements and related notes, accompanying
  this Annual Report. The Company prepares and files its consolidated financial
  statements with various Canadian regulatory authorities in accordance with Canadian
  generally accepted principles ("GAAP"). References should be made to note 10
  to the annual financial statements which provides a reconciliation between US
  GAAP and Canadian GAAP and their effect on the Company's consolidated financial
  statements. Canadian GAAP requires the Company to make estimates and assumptions
  that affect the reported amounts of assets, liabilities, revenue and expenses,
  and the related disclosure of contingent liabilities. The Company bases its
  estimates on historical experiences and other assumptions that the Company believes
  are reasonable in the circumstances. Actual results may differ from these estimates.
  During the fiscal year ended December 31, 2004, the Company did not adopt any
  new accounting policy that would have a material impact on the consolidated
  financial statements, nor did the Company make changes to existing accounting
  policies.

OVERVIEW

The Company is a mineral exploration company with two active
  exploration projects, the Ivanhoe Property located in Nevada, and the Burnstone
  gold property located in South Africa. The Company also continues to own the
  Casino Property located in the Yukon Territories, although the Company is presently
  not carrying out any exploration of this property.

The Company's business strategy is to acquire, explore and
  conduct detailed engineering and economic analysis of mineral deposits which
  have large tonnage and multi-year operation potential. None of the Ivanhoe,
  Burnstone or Casino properties have any reserves or have been proven to host
  mineralized material which can be said to be "ore" or feasibly economic at current
  metals prices. The Company incurs significant exploration expenditures as the
  Company carries out its business strategy. As the Company is an exploration
  stage company, the Company does not have any revenues from its operations to
  offset its exploration expenditures. Accordingly, its ability to continue exploration
  of its properties will be contingent upon the Company securing additional financing.

As an expenditure-based corporation, the Company's results
  of operations are often evaluated on an "event driven" basis. Results of operations
  are difficult to quantify given that the product of these expenditures relates
  to the nature, extent and statistical confidence (primarily from diamond drill
  exploration programs) in a deposit's size and continuity. It is difficult to
  evaluate the success of operations in a fiscal year by reference to the financial
  statements, given that results are more appropriately measured by an evaluation
  of the minerals discovered and/or confirmed. Great Basin's operating activities
  do not occur on a regular or periodic basis and are subject to the economic
  realities of metals prices and equity financing conditions for natural resource
  exploration issuers. Accordingly, it may not be meaningful to seek observable
  trends in financial operating statistics.

THE FOLLOWING CRITICAL ACCOUNTING POLICIES AFFECT THE COMPANY'S
  MORE SIGNIFICANT ESTIMATES AND ASSUMPTIONS USED IN PREPARING ITSCONSOLIDATED
  FINANCIAL STATEMENTS.

Mineral property interests

The Company expenses exploration expenses incurred prior to
  determination of the feasibility of mining operations, periodic option payments
  and administrative expenditures as these expenses are incurred.

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– 51 –

Mineral property acquisition costs and exploration and development
  expenditures incurred subsequent to the determination of the feasibility of
  mining operations are capitalized until the property to which they relate is
  placed into production, sold, allowed to lapse or abandoned. Mineral property
  acquisition costs include the cash consideration and the fair value of common
  shares and warrants issued for mineral property interests, pursuant to the terms
  of the relevant agreement. These costs are amortized over the estimated life
  of the property following commencement of commercial production, or written
  off if the property is sold, allowed to lapse or abandoned, or when an impairment
  in value has been determined to have occurred. The amount shown for mineral
  property interests represents acquisition costs incurred to date, less recoveries
  and write-downs, and does not necessarily reflect present or future values.

The Company records the fair value of an asset retirement
  obligation as a liability in the period in which the Company incur a legal obligation
  associated with the retirement of tangible long-lived assets that result from
  the acquisition, construction, development and/or normal use of the assets.
  The Company also records a corresponding asset which is amortized over the life
  of the asset. Subsequent to the initial measurement of the asset retirement
  obligation, the obligation will be adjusted at the end of each period to reflect
  the passage of time (accretion expense) and changes in the estimated future
  cash flows underlying the obligation (asset retirement cost).

The Company also reviews its long-lived assets for impairment
  whenever events or changes in circumstances indicate that the carrying value
  of an asset may not be recoverable. Recoverability of assets to be held and
  used is measured by a comparison of the carrying amount of an asset to future
  net cash flows expected to be generated by the asset. If the carrying amount
  of an asset exceeds its estimated future cash flows, an impairment charge is
  recognized in the amount by which the carrying amount of the asset exceeds the
  fair value of the asset.

Income taxes

The Company uses the asset and liability method of accounting
  for income taxes. Under this method, deferred income tax assets and liabilities
  are computed based on differences between the carrying amounts of assets and
  liabilities on the balance sheet and their corresponding tax values, using the
  enacted or substantively enacted income tax rates expected to apply to taxable
  income in the years in which those temporary differences are expected to be
  recovered or settled.

Deferred income tax assets also result from unused loss carry-forwards
  and other deductions. Deferred tax assets are recognized to the extent that
  they are considered more likely than not to be realized. The valuation of deferred
  income tax assets is adjusted, if necessary, by the use of a valuation allowance
  to reflect the estimated realizable amount.

Derivative Instruments

The Company accounts for the Hecla Warrants and the Lumina
  Warrants on the cost basis, based on the estimated fair value of the warrants
  at the time of receipt. However, under US GAAP, the Hecla Warrants and the Lumina
  Warrants are considered derivative financial instruments until they are exercised.
  Once exercised, the shares received would be considered an available-for-sale
  security and would be accounted for in accordance with SFAS 115, “Accounting
  for Certain Investments in Debt and Equity Securities.” Under US GAAP,
  the Company accounts for these derivative financial instruments in accordance
  with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities".
  Under US GAAP, the Company would record derivative instruments in the consolidated
  balance sheet as either an asset or liability measured at its fair value. Changes
  in the derivative's fair value are charged to operations unless specific hedge
  accounting criteria are met. If the derivative is a hedge, changes in the fair
  value of the derivative are either offset against the fair value of assets or
  liabilities through income, or recognized in other comprehensive income. The
  ineffective portion of a derivative's change in fair value is immediately recognized
  into income.

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– 52 –

Under US GAAP, once these derivatives are exercised, the shares
  would be recorded on the consolidated balance sheet at the quoted market value,
  with the unrealized gain or loss being recorded as a separate component of shareholders’
  equity. The year-over-year change in the unrealized gains or losses are recorded
  as comprehensive income except for declines in fair value that are determined
  to be other than temporary, which are recorded as a charge to operations.

Stock-based compensation

The Company has a share option plan for the benefit of its
  officers, directors, employees and eligible consultants. The Company records
  all stock-based payments granted on or after January 1, 2003 using the fair
  value method. Under the fair value method, stock-based payments are measured
  at the fair value of the consideration received or the fair value of the equity
  instruments issued or liabilities incurred, whichever is more reliably measurable
  and are charged to operations over the vesting period. The offset is credited
  to contributed surplus. Consideration received on the exercise of stock options
  is recorded as share capital and the related contributed surplus is transferred
  to share capital.

A.           RESULTS
  OF OPERATIONS

Exploration Expenditures

The Company's exploration expenditures are comprised of expenses
  incurred in connection with the conduct of exploration programs on the Ivanhoe
  Property and the Burnstone Property. The Company's exploration activities on
  these properties are discussed in Item 4.D of this Annual Report. The Company's
  exploration costs do not include stock based compensation associated with its
  exploration activities.

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– 53 –

The Company's exploration expenditures decreased marginally
  in 2004 to $7.69 million from $7.93 million in 2003. Of the exploration
  costs incurred during 2004, $7.11 million was attributable to its exploration
  of the Burnstone Property and $0.74 million was attributable to its exploration
  of the Ivanhoe Property, with a recovery of $0.16 related to other properties.
  Exploration costs on the Ivanhoe Property included those associated with the
  Hollister Block, the Ivanhoe property outside of the Hollister Block and the
  Golden Cloud Property. At Ivanhoe, the main costs were drilling ($0.13 million)
  at Golden Cloud; geological ($0.08 million), for work at Ivanhoe and Golden
  Cloud; engineering costs ($0.08 million) associated with the Hollister Development;
  and block and site activities ($0.06 million), for costs to maintain the
  field office at Ivanhoe. At Burnstone, the main exploration expenses were drilling
  ($4.37 million); geological ($1.21 million), for planning, core logging
  and supervision of the drilling program; engineering ($0.63 million), for
  metallurgical and other engineering work supporting the pre-feasibility study
  on the Area 1 gold deposit; transportation ($0.21 million), for travel by
  geological and engineering staff to and from the site in South Africa; assays
  and analysis ($0.20 million) of drill core samples; and site activities
  ($0.29 million), for running the field office and carrying out other support
  activities associated with the drilling program.

Overall exploration expenditures increased to $7.93 million
  for 2003, as compared to $3.24 million in 2002. The main expenditures incurred
  in 2003 were attributable to its exploration of the Burnstone Property. Exploration
  costs attributable to the Burnstone Property increased to $7.4 million for
  2003, compared to $2.5 million in 2002. The increase in expenditures at
  Burnstone is related to the expanded drilling programs that were undertaken
  throughout the year. A total of 56,200 metres were drilled in 101 master holes
  and deflections. The main expenditure on Burnstone in 2002 was $2.1 million
  in option payments. The balance of $0.5 million was spent on exploration
  of the Ivanhoe Property carried out in 2003, compared $0.76 million in 2002.
  At Ivanhoe, the main costs were environmental, geological, and site activities
  and were primarily associated with support activities related to the Hollister
  Development Block Joint venture activities. Exploration costs in 2003 include
  a recovery of $0.27 million which represents the estimated fair value of
  warrants received from Lumina Copper Corp. pursuant to Lumina's earn-in agreement
  at the Casino Property.

Stock Based Compensation

The Company incurs stock based compensation expenses as a
  result of its grant of stock options to its directors, officers, employeesand eligible consultants. Stock compensation expense attributable to exploration
  relates to stock options granted to its personnel engaged in its exploration
  activities, including engineering, environmental, socioeconomic and land and
  geological personnel. Stock option expense attributable to operations and administration
  relates to personnel engaged in its operations and administration. In 2002,
  the Company adopted the fair value method of accounting for stock-based compensation
  for non-employees and commencing in 2003 included the stock-based compensation
  related to employees.

Stock based compensation relating to exploration increased
  substantially to $0.75 million in 2004, and $0.79 million in 2003, compared
  to $0.13 million in 2002 as a result of the Company's increased exploration
  activities at the Burnstone Property.

Stock based compensation relating to operations and administration
  increased substantially $1.72 million in 2004 and $1.35 million in 2003
  compared to $0.24 million in 2002 as a result of the Company's increased
  corporate activity associated with the Company's acquisition of an interest
  in the Burnstone Property and the exploration activities at the Burnstone Property.

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– 54 –

Office and Administration

Office and administration expenses include amounts paid to
  HDI under the HDI Services Agreement relating to office and administration services
  provided by HDI. The Company's office and administration expenses have been
  consistent over the past three fiscal years, being $0.89 million in 2004, $0.88
  million in 2003 and $0.90 million in 2002. The Company does not anticipate any
  significant change in its office and administration expenses in 2005.

Foreign Exchange

Foreign exchange gains and losses arise primarily from two
  factors: (a) from the Company holding currency other than Canadian dollars,
  and (b) from the translation of foreign-currency denominated monetary assets
  and liabilities. The Company realized a foreign exchange gain of $3.11 million
  in 2004 of which $2.75 million resulted from the translation of the South African
  Rand denominated future income tax liability (a non-cash item). The Company
  incurred a foreign exchange loss of $0.53 million in 2003 and a foreign exchange
  gain of $0.10 million in 2002 as a result of the relative strength of the United
  States dollar (the currency in which the Company's foreign-denominated funds
  were then held) against the Canadian dollar during those years.

Interest and Other

The Company earns interest on cash and equivalents that represent
  the proceeds of private placements that the Company has completed, pending use
  of these proceeds in its exploration and general and administrative activities.

Interest earned was $0.51 million in 2004, compared to
  $0.94 million in 2003. The decrease was attributable to the Company having
  less cash and equivalents during 2004 compared to 2003 as a result of its exploration
  expenditures during 2004. Interest earned was $0.94 million in 2003, compared
  to $0.15 million in 2002. The increase in 2003 over 2002 was attributable
  to financings completed in 2002 and 2003 which increased the Company's cash
  and equivalents.

Accounting, Audit and Legal

Accounting, audit and legal expenses have been consistent
  over the past three years, being $0.28 million in 2004, $0.27 million
  in 2003 and $0.28 million in 2002. The Company does not anticipate any significant
  change in the Company's accounting, audit and legal expenses during 2005.

Conference and Travel

Conference and travel expenses decreased to $0.21 million
  in 2004, compared to $0.33 million in 2003, due to less travel expenses
  associated with financing activity in 2004. Conference and travel expenses increased
  to $0.33 million in 2003, compared to $0.19 million in 2002, as a result
  of travel expenses incurred in connection with financings completed in 2003
  and travel to South Africa. The Company does not anticipate any significant
  change in its conference and travel expenses during 2005.

Financial Advisory and Finders' Fees

Financial advisory and finders' fees decreased to $0.11 million
  in 2004 from $0.15 million in 2003 and $0.46 million in 2002. Finders' fees
  amounting to $125,000 that were paid in 2004 have been capitalized to the acquisition
  cost of the Burnstone Gold Property.

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– 55 –

Loss

The Company's loss decreased marginally to $6.57 million in
  2004 from $7.50 million in 2003. The Company's continued losses reflect its
  continued exploration of its mineral properties without any resulting revenues.
  The Company's losses in 2004 and 2003 compare to a loss of $5.52 million in
  2002. The lower loss in 2002 reflects lower exploration activity in 2002 prior
  to the significant exploration expenditures incurred in connection with the
  Company's exploration of the Burnstone Property. Significant stock-based compensation
  expenses were also incurred in 2004 and 2003 which increased losses compared
  to 2002.

B.           LIQUIDITY
  AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $17.1 million
  and working capital of $17.1 million as at December 31, 2004, compared to
  cash and equivalents of $21.2 million and working capital of $21.2 million
  as at December 31, 2003.

Other than future income taxes payable, a non-cash item, the
  Company did not have any long term liabilities as at December 31, 2004 or 2003
  and does not have any long term liabilities as of the date of this Annual Report.

Planned Exploration Activities

The Company plans to apply its available cash and working
  capital to continue exploration of the Burnstone Property and the Ivanhoe Property.
  These planned exploration activities are summarized in Item 4.B of this Annual
  Report. The Company anticipates that its cash and working capital will be sufficient
  to enable the Company to carry out its planned exploration activities as well
  as for property maintenance requirements and administrative overhead during
  the 2005 year without obtaining additional financing.

Cash and Equivalents

The Company maintains financial instruments denominated in
  Canadian dollars and do not engage in any hedging operations with respect to
  currency or in-situ minerals. Funds that are excess of the Company's current
  needs are invested in government of Canada or like debt obligations and other
  short term near cash investments pending the need for the funds.

Cash Used in Operating Activities

Cash used in operating activities was $8.6 million in
  2004, compared to $6.7 million in 2003 and $2.8 million in 2002. Cash
  used in operating activities was comprised primarily of exploration expenditures.
  The increase in cash used in operating activities in 2004 compared to 2003 and
  in 2003 compared to 2002 is attributable primarily to the Company's acquisition
  of the Burnstone Property during 2002. The Company anticipates continuing to
  use cash in its operating activities as the Company carries out its exploration
  programs for the Burnstone Property and the Ivanhoe Property.

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– 56 –

Cash Used in Investing Activities

Cash used in investing activities was $0.13 million in 2004,
  compared to cash used in investing activities of $8.86 million in 2003 and cash
  generated from investing activities of $5.05 in 2003. Cash used in investing
  activities in 2004 was attributable to a finder's fee paid in connection with
  the Company's exercise of the second tranche of the option under the Southgold
  Option Agreement. Cash used in investing activities in 2003 was attributable
  to the Company's exercise of the first tranche of the option under the Southgold
  Option Agreement and the Company's advance to Southgold to enable it acquire
  certain mineral rights held by GFL and Randex for 35 million South African Rand.
  Cash generated from investing activities in 2003 was attributable to realization
  on short-term investments.

Cash Flows from Financing Activities

Cash flows from financing activities were $4.76 million
  in 2004, compared to $22.30 million in 2003 and $10.80 million in 2002.
  Cash from financing activities in each year were attributable to common shares
  and share purchase warrants issued for cash.

Cash from financing activities in 2004 was attributable to
  the exercise of previously outstanding options and warrants. The previously
  outstanding warrants had been issued in private placement transactions completed
  in prior years.

Cash from financing activities in 2003 was attributable to
  the completion of a brokered private placement financing of 5,600,000 units
  at a price of $1.80 per unit in January 2003 and to the exercise of previously
  outstanding options and warrants. Each unit issued in the January 2003 private
  placement was comprised of one common share and one half of a common share purchase
  warrant exercisable at $1.80 per common share until January 30, 2004. The
  previously outstanding warrants had been issued in private placement transactions
  completed in prior years.

Cash from financing activities in 2002 included cash from
  the completion of a private placement financing in June 2002, for net proceeds
  of $7.70 million, and a private placement in August 2002 for net proceeds
  of $0.19 million.

At December 31, 2004, the Company had approximately 86.6 million
  common shares issued and outstanding. To June 30, 2005, 5.5 million warrants
  had been exercised and the related shares had been issued, bringing the total
  number of common shares issued and outstanding at June 30, 2005, to approximately
  92.1 million.

Requirement For Further Financing

Historically, the Company's sole source of funding has been
  the sale of equity securities for cash primarily through private placements
  to sophisticated investors and institutions. The Company has also issued common
  share capital in each of the past three fiscal years pursuant to private placement
  financings and exercise of warrants and/or options. The Company's ability to
  obtain additional financing to fund its exploration programs is always uncertain.
  The Company has no assurance of continued access to significant equity funding.

Development of the Burnstone Property and the Ivanhoe Property
  project beyond feasibility will require additional equity and possible debt
  financing both which involve significant risks some of which have been referred
  to previously in this Annual Report. As the Company is in the exploration stage,
  the Company does not have revenues from operations and, except for income from
  its cash and cash equivalents, the Company relies on equity funding for its
  continuing financial liquidity. The Company

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– 57 –

does not have any arrangements or commitments in place for
  any additional financing that would enable the Company to complete development
  of either project even in the event of positive feasibility studies.

The Company presently does not have any material commitments
  for capital expenditures and, accordingly, can remain somewhat flexible in gearing
  its exploration activities to the availability of funds.

C.           RESEARCH
  EXPENDITURES

The Company does not carry out any research or development
  activities. Please refer to Item 5.A and 5.B above for a discussion of the exploration
  expenditures that the Company has incurred in connection with the exploration
  of its mineral properties.

D.           TREND
  INFORMATION

As a mineral resource exploration company, the interest in
  Great Basin’s stock, and its ability to raise financing and conduct work
  programs, has been cyclical as it is related to metals prices that, traditionally,
  have been cyclical in nature.

The trading prices of gold and copper have increased over
  the past two years because of rising demand and weaknesses in the US dollar
  against other foreign currencies. The average gold price increased from US$364/oz
  in 2003 to US$410/oz in 2004. The gold price for 2005 has averaged US$427.70/oz
  to June 2005. Copper averaged US$0.81/lb in 2003, US$1.30 in 2004, and has continued
  to increase, averaging US$1.50/lb to June 2005.

The Company expects that expenditures will continue to increase
  in 2005, mainly related to the drilling program and feasibility study underway
  at the Burnstone Property and the work planned thereafter, as discussed in Item
  4.D of this Annual Report. These expenditures will result in a decrease in the
  Company's cash and working capital position unless the Company completes further
  equity financings during 2005, of which there is no assurance.

The Company is not aware of any other trend, commitment, event
  or uncertainty that is both presently known to management and reasonably expected
  to have a material effect on its business, financial condition or results of
  operations as at the date of this report except as otherwise disclosed herein
  or except in the ordinary course of business.

E.           OFF-BALANCE
  SHEET ARRANGEMENTS

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

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– 58 –

F.           TABULAR
  DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As at fiscal year end December 31, 2004, the Company had the
  following contractual obligations:

|                                                                                                                              | Payment due by period
|----------------------------------------------------------------------------------------------------------------------------- | ---------------------
|Type of Contractual Obligation                                                                                                | Total                
|Long-Term Debt Obligations                                                                                                    | Nil                  
|Capital (Finance) Lease Obligations                                                                                           | Nil                  
|Operating Lease Obligations (Office Lease)                                                                                    | Nil                  
|Purchase Obligations                                                                                                          | Nil                  
|Other Long-Term Liabilities Reflected on the Company's Balance
      Sheet under the GAAP of the primary financial statements | Nil                  
|Total                                                                                                                         | Nil                  

Ivanhoe

Reclamation obligations on Ivanhoe Property are estimated
  at US$40,000 for 2005. The amounts expected to be paid beyond 2005 are dependent
  on various factors, including level of activity, and consequently are difficult
  to predict; however, they are not expected to be material.

Based on current rates, the fees payable to the BLM each year
  are approximately US$117,125 and the fees payable to Elko County, Nevada, each
  year are approximately US$7,964.

Burnstone

The fees payable to government and quasi-government bodies
  in respect of the Burnstone property are approximately Cdn$19,265 per year.
  These fees are dependent on the number of hectares held by the Company for exploration
  purposes, and consequently, may change as the Company’s landholdings increase
  or decrease.

Casino

The Casino property is in good standing.

Kirkland Lake

Fees payable to government and quasi-government bodies in respect of the Kirkland
  Lake property are less than $1,000 per year.

G.           SAFE
  HARBOR

The safe harbor provided in Section 27A of the Securities
  Act and Section 21E of the Exchange Act applies to forward-looking information
  provided pursuant to Item 5.E and F above.

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– 59 –

|ITEM
      6.                 DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
|------------------------------------------------------------------------------

A.           DIRECTORS
  AND SENIOR MANAGEMENT

|Name                | Position                                        | Director Since
|------------------- | ----------------------------------------------- | --------------
|David J. Copeland   | Director                                        | February 1994 
|T. Barry Coughlan   | Director                                        | February 1998 
|Scott D. Cousens    | Director                                        | March 1993    
|Robert A. Dickinson | Chairman and Director                           | May 1986      
|David M. S. Elliott | Director                                        | July 2004     
|Wayne Kirk          | Director                                        | July 2004     
|Jeffrey R. Mason    | Secretary, Chief Financial Officer and Director | February 1994 
|Sipho A. Nkosi(1)   | Director                                        | August 2003   
|Walter T. Segsworth | Director                                        | January 2003  
|Robert G. Still(1)  | Director                                        | August 2003   
|Ronald W. Thiessen  | President, Chief Executive Officer and Director | October 1993  

Note:

(1)           Messrs.
  Nkosi and Still, nominees of the Former Southgold Shareholders (as defined below)
  have been nominated by management pursuant to the Voting Trust Arrangement (as
  defined below).

Pursuant to the Southgold Agreement, as described in Item
  4.A of this Annual Report, the Company has agreed that the Company will, for
  so long as the Former Southgold Shareholders collectively own more than 10%
  of its outstanding shares, nominate for election as directors two nominees selected
  by the Former Southgold Shareholders (the "Voting Trust Arrangement"). Also,
  pursuant to the Voting Trust Arrangement, the Former Southgold Shareholders
  have agreed to vote in favour of all of management's nominees to the Board of
  Directors, and for all management proposed resolutions. The Former Southgold
  Shareholders obligation to vote in favour of management's nominees and proposed
  resolutions expires on the earlier of April 30, 2008 and the date the Former
  Southgold Shareholders dispose of their shares of Great Basin such that they
  own less than 10% of the outstanding common shares of the Company.

PRINCIPAL OCCUPATION OF DIRECTORS AND SENIOR MANAGEMENT

DAVID J. COPELAND, P.Eng. - Director

David J. 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 Taseko
  Mines Limited and other companies for which Hunter Dickinson Inc. provides services.
  He is also a director of Hunter Dickinson Inc.

Mr. Copeland is, or was within the past years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (September 1995 to present); Anooraq Resources Corporation, Director (September
  1996 to present); Farallon Resources Ltd., Director (December 1995 to present);
  Great Basin Gold Ltd., Director (February 1994 to present); Continental Minerals
  Corporation (formerly Misty Mountain Gold Limited), Vice-President, Project
  Development (June 1995 to

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– 60 –

February 1996 and June 1997 to June 1998) and Director (November
  1995 to present); Northern Dynasty Minerals Ltd., Director (June 1996 to present);
  Taseko Mines Limited, Director (January 1994 to present) (including Director
  of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary
  of Taseko Mines Limited); Casamiro Resource Corp., Director (February 1995 to
  August 2002).

T. BARRY COUGHLAN, B.A. - Director

T. 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 5 years, an officer
  and or a director of the following companies: Farallon Resources Ltd., Director
  (March 1998 to present); Great Basin Gold Ltd., Director (February 1998 to present);
  Taseko Mines Limited, Director (February 2001 to present); AMS Homecare Inc.
  (formerly Canoil Exploration Corporation), Director (November 2001 to November
  2004); Casamiro Resource Corp., Director (February 1995 to August 2002); Tri-Gold
  Resources Corp. (formerly Tri-Alpha Investments Ltd.), President, Chief Executive
  Officer and Director (June 1986 to present); and Icon Industries Ltd., (formerly
  Ghana Goldfields Ltd.), President, Chief Executive Officer and Director (September
  1991 to present).

SCOTT D. COUSENS - Director

Scott D. Cousens provides management, technical and financial
  services to a number of publicly-traded companies. Mr. Cousens' focus for the
  past years has been the development of relationships within the international
  investment community. Through substantial financings and subsequent corporate
  success, he has established strong ties with North American, European and Asian
  investors. In addition to financing initiatives he also oversees the corporate
  communications programs for the public companies to which Hunter Dickinson Inc.
  provides services.

Mr. Cousens is, or was within the past five years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (September 1995 to present); Anooraq Resources Corporation, Director (March
  1994 to September 1994 and September 1996 to present); Farallon Resources Ltd.,
  Director (December 1995 to present); Great Basin Gold Ltd., Director (March
  1993 to present); Continental Minerals Corporation (formerly Misty Mountain
  Gold Limited), Director (June 1994 to present); Northern Dynasty Minerals Ltd.,
  Director (June 1996 to present); Rockwell Ventures Inc., Director (November
  2000 to present); and Taseko Mines Limited, Director (October 1992 to present).

ROBERT A. DICKINSON, B.Sc., M.Sc. - Chairman of the Board
  and Director

Robert A. Dickinson is an economic geologist who serves as
  a member of management of several mineral exploration companies, primarily those
  for whom Hunter Dickinson Inc. provides services. He holds a Bachelor of Science
  degree (Hons. Geology) and a Master of Science degree (Business Administration
  - Finance) from the University of British Columbia. Mr. Dickinson has been active
  in mineral exploration for over 36 years. He is a director of Hunter Dickinson
  Inc. He is also President and Director of United Mineral Services Ltd., a private
  investment company.

Mr. Dickinson is, or was within the past five years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (April 1993 to present), Chairman (September 2000 to present), President (September
  1995 to September 2000), Chief Executive Officer (September 1998 to September
  2000) and Chief Financial Officer (September 1995 to September 1998); Anooraq
  Resources Corporation, Director (November 1990 to September 2004; April 2005
  to present), Chairman

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– 61 –

(September 2000 to present), President (September 1996 to
  September 2000), Chief Executive Officer (February 1999 to September 2000) and
  Chief Financial Officer (September 1996 to February 1999); Farallon Resources
  Ltd., Director (July 1991 to present), Chairman (September 2000 to present)
  and Chief Executive Officer (December 1995 to September 2000); Great Basin Gold
  Ltd., Director (May 1986 to present), Chairman or Chairman (September 2000 to
  present), President (May 1986 to September 2000), Chief Executive Officer (November
  1998 to September 2000), Chief Financial Officer (May 1986 to June 1998); Continental
  Minerals Corporation (formerly Misty Mountain Gold Limited), Director (November
  1995 to February 2001), Chairman (September 2000 to February 2001), President
  (November 1995 to September 2000), Chief Financial Officer (June 1993 to June
  1998), Chief Executive Officer (June 1998 to September 2000), Chairman (June
  2004 to present); Northern Dynasty Minerals Ltd., Director (June 1994 to present),
  Chairman (November 2001 to present) and Chief Executive Officer (May 1997 to
  November 2001); Rockwell Ventures Inc., Chairman and Director (November 2000
  to present); Taseko Mines Limited, Chairman (September 2000 to present), Director
  (January 1991 to present), President (January 1991 to September 2000), Chief
  Executive Officer (November 1998 to September 2000) and Chief Financial Officer
  (January 1991 to November 1998), (including Chairman and Director of Gibraltar
  Mines Ltd. a private mining company which is a wholly owned subsidiary of Taseko
  Mines Limited).

DAVID M.S. ELLIOTT, B.Comm, CA - Director

David Elliott has a strong and diverse background as a public
  accountant and corporate executive. He graduated from the University of British
  Columbia with a Bachelor of Commerce degree and acquired a Chartered Accountant
  designation in 1973 with a predecessor firm to KPMG LLP. 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 1995. In 1997, he joined Lantic Sugar in Toronto as Executive Vice President.
  He has 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 which was involved with food distribution as well as manufacturing
  and distribution of pet and animal feed. For the past 2 years, he has been working
  with companies developing e-mail and data management services.

Mr. Elliott currently serves on the boards of the BC Cancer
  Foundation and the University of BC Alumni Association, and of Anooraq Resources
  Corporation, Great Basin Gold Ltd., Taseko Mines Limited and Northern Dynasty
  Minerals Ltd.

WAYNE KIRK, LLB - Director

Wayne Kirk is an attorney and consultant. He holds an undergraduate
  degree in economics from the University of California, Berkeley, and a law degree
  from Harvard University. He was called to the bar in California in 1969. Mr.
  Kirk was an associate and partner in the San Francisco law firm of Thelen, Marrin,
  Johnson & Bridges from 1969 until 1992, specializing in corporate and mining
  law. He was Vice President, General Counsel and Corporate Secretary of Homestake
  Mining Company from 1992 until Barrick Gold Corporation's acquisition of Homestake
  in December 2001. Mr. Kirk was a director of Prime Resources Group Inc. (gold
  mining) (TSX; AMEX) from February 1996 until January 1999. From March 2002 until
  his retirement in July 2004, he was special counsel to the New York/San Francisco
  law firm of Thelen Reid & Priest LLP.

Mr. Kirk currently serves on the boards of Great Basin Gold
  Ltd., Taseko Mines Limited and Northern Dynasty Minerals Ltd.

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– 62 –

JEFFREY R. MASON, B.Comm, CA - Chief Financial Officer,
  Secretary and Director

Jeffrey R. Mason holds a Bachelor of Commerce degree from
  the University of British Columbia and obtained his Chartered Accountant designation
  while specializing in the mining, forestry and transportation sectors at the
  international accounting firm of Deloitte & Touche. Following comptrollership
  positions at an international commodity mercantilist and Homestake Mining Group
  of companies including responsibility for North American Metals Corp. and the
  Eskay Creek Project, Mr. Mason has spent the last several years as a corporate
  officer and director to a number of publicly-traded mineral exploration companies.
  Mr. Mason is also employed as Chief Financial Officer of Hunter Dickinson Inc.
  and his principal occupation is the financial administration of the public companies
  that Hunter Dickinson Inc. provides services for.

Mr. Mason is, or was within the past five years, an officer
  and or director of the following public companies: Amarc Resources Ltd., Secretary
  and Director (September 1995 to present), Chief Financial Officer (September
  1998 to present); Treasurer (September 1995 to September 1998); Anooraq Resources
  Corporation, Director (April 1996 to present), Chief Financial Officer (February
  1999 to present), Secretary (September 1996 to present), Treasurer (September
  1996 to February 1999); Farallon Resources Ltd., Secretary (December 1995 to
  present), Chief Financial Officer (December 1997 to present) and Director (August
  1994 to present); Great Basin Gold Ltd., Director (February 1994 to present),
  Secretary (February 1994 to present), Chief Financial Officer (June 1998 to
  present), Treasurer (February 1994 to June 1998); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), Secretary (November 1995 to present),
  Treasurer (November 1995 to June 1998), Chief Financial Officer (June 1998 to
  present) and Director (June 1994 to present); Northern Dynasty Minerals Ltd.,
  Secretary (June 1996 to present), Director (June 1996 to present), Chief Financial
  Officer (June 1998 to present), Treasurer (May 1997 to June 1998); Rockwell
  Ventures Inc., Chief Financial Officer and Director (November 2000 to present);
  Taseko Mines Limited, Secretary (March 1994 to present), Chief Financial Officer
  (November 1998 to present), Director (March 1994 to present), and Treasurer
  (March 1994 to November 1998), and (including Chief Financial Officer, Secretary
  and Director of Gibraltar Mines Ltd., a private mining company which is a wholly
  owned subsidiary of Taseko Mines Limited).

SIPHO A. NKOSI, B.Comm, MBA - Director

Mr. Nkosi is South African and holds a Bachelor of Commerce
  degree from the University of South Africa and a Master of Business Administration
  from the University of Massachusetts in the eastern United States. He has an
  extensive background in the mining and power industries. He is a founder of
  and is currently Chief Executive Officer of Eyesizwe Coal (Pty) Ltd ("Eyesizwe"),
  one of the country's largest coal producers. Prior to founding Eyesizwe in 2001,
  Mr. Nkosi spent three years with Asea Brown Boveri Sub Sahara Africa (Pty) Ltd
  and Alstom SA (Pty) Ltd, initially as Managing Director of ABB Power Generation
  (SA) , and then as Country Manager of ABB/Alstom Power until December 2000.
  From 1993 to 1997, he was Marketing Manager for Billiton Ltd., an international
  mining company.

Mr. Nkosi also serves on the board of Anooraq Resources Corporation.

WALTER T. SEGSWORTH, P.Eng. - Director

Walter T. 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

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– 63 –

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 10 years, an officer
  and/or director of the following public companies: Anooraq Resources Corporation
  (March 2004 to December 2004); Cumberland Resources, Director (May 2002 to present);
  Yukon Zinc Ltd. (formerly Expatriate Resources Ltd.), Director (February 2001
  to present); Great Basin Gold Ltd. Director (January 2003 to present); Homestake
  Mining Company, President, COO (April 1999 to February 2002), Director (February
  2001 to December 2001); Homestake Canada, Inc., President, CEO, and Director
  (April 1998 to April 1999); Newhawk Gold Mines Ltd., Director (April 1998 to
  September 1999); Northern Dynasty Minerals Ltd. (September 2004 to present);
  Novagold Resources Inc., Director (May 2002 to November 2002); Plutonic Power
  Corporation (October 2002 to present); Prime Resources Group Inc., President,
  CEO and Director (April 1998 to December 1998); UEX Corporation, Director (March
  2002 to Present); Westmin Resources Ltd., President, CEO and Director (May 1990
  to January 1998).

ROBERT G. STILL, B.Comm (Hons), CA (SA), IMM - Director

Robert Still is a native of South Africa and received his
  Chartered Accountant designation in South Africa in 1981. He has been an executive
  with the mining industry in South Africa since 1987. He is currently Chief Executive
  Officer of Southern Mining Limited.

Mr. Still has been responsible for the development of a number
  of important projects during his career. He was instrumental in assembling mineral
  rights in Tanzania for Pangea Goldfields Ltd.

Mr. Still is also a founder and a member of the Board of Directors
  of Zimbabwe Platinum Mines Limited, an Australian based company that owns and
  operates a substantial platinum group metals mine in the Great Dyke region of
  Zimbabwe. He was appointed Chairman of Zimbabwe Platinum Mines Limited in 2000.
  Prior to 1997, Mr. Still was the business director for JCI Inc., one of the
  largest mining houses in South Africa. He was Chief Executive Officer of Rhombus
  Exploration Ltd. from 1987 to 1995.

RONALD W. THIESSEN, CA - President, Chief Executive Officer
  and Director

Ronald W. Thiessen is accredited as a public accountant in
  Canada and for the past several years has had as his principal occupation serving
  as a director and/or officer of several publicly-traded mineral exploration
  companies. Mr. Thiessen is a director and officer of Hunter Dickinson Inc.,
  a company providing management and administrative services to several publicly-traded
  companies and focuses on directing corporate development and financing activities.

Mr. Thiessen is, or was within the past five years, an officer
  and/or director of the following public companies: Amarc Resources Ltd., Director
  (September 1995 to present), President and Chief Executive Officer (September
  2000 to present); Anooraq Resources Corporation, Director (April 1996 to present),
  President and Chief Executive Officer (September 2000 to present); Farallon
  Resources Ltd., Director (August 1994 to present), President and Chief Executive
  Officer (September 2000 to September 2004), Co-Chairman (September 2004 to present);
  Great Basin Gold Ltd., Director (October 1993 to present), President and Chief
  Executive Officer (September 2000 to present); Continental Minerals Corporation
  (formerly Misty Mountain Gold Limited), Director (November 1995 to present),
  President and Chief Executive Officer (September 2000 to present); Northern
  Dynasty Minerals Ltd., President and Chief Executive Officer (November 2001
  to present), Director (November 1995 to present); Rockwell Ventures Inc., President
  and Chief Executive Officer (November 2000 to present); Taseko Mines Limited,
  Director (October 1993 to present), President and Chief Executive Officer (September
  2000 to present), (including Director of Gibraltar Mines Ltd., a private mining
  company, which is a wholly owned subsidiary of

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– 64 –

Taseko Mines Limited.); Casamiro Resource Corp., President
  and Director (February 1990 to August 2002).

B.           COMPENSATION

During the fiscal year ended December 31, 2004, the Company
  paid aggregate cash compensation of $225,130 to its directors and senior
  management for services in all capacities provided to the Company and its subsidiaries.
  Details of the compensation paid to directors and senior management are provided
  below.

COMPENSATION OF DIRECTORS

During the fiscal year 2004, 2,100,000 incentive options to
  purchase shares were granted to the directors at an average exercise price of
  $1.62 per share (inclusive of grants made to the "Named Executive Officers"
  described below). The options were issued pursuant to the Company's share option
  plan (the "Share Option Plan"). The Share Option Plan was approved by shareholders
  at the Company's annual general meeting held on June 22, 2004.

Directors who are executive officers of the Company are compensated
  in their capacities as such as are directors who are substantially full time
  employees or consultants. Subsequent to the year end the Board established compensation
  arrangements for the independent directors comprising cash compensation of $35,000
  per annum (in lieu of all other fees for meetings, document review, etc) plus
  an additional $3,000 per year for committee membership plus an additional
  $2,000 for chairing a committee.

In 2004 each independent director of the Company was paid
  an annual director’s fee of $2,400 ($600 paid quarterly) and an
  additional fee of $600 for each directors’ meeting attended. Each
  director who is a member of a committee, received $2,400 ($600 paid
  quarterly) for each committee of which he or she was a member, and a further
  fee of $600 for each committee meeting attended.

David J. Copeland, a director, is engaged on a substantially
  full time basis in Great Basin’s projects and as a consequence, received
  $102,372 in fees paid to his personal engineering firm for engineering services
  provided during the year.

COMPENSATION OF SENIOR MANAGEMENT

Ronald W. Thiessen, President and Chief Executive Officer,
  and Jeffrey R. Mason, Chief Financial Officer and Secretary, are the "Named
  Executive Officers" of the Company for the purposes of the following disclosure.
  The compensation paid to the Named Executive Officers during the Company's three
  most recently completed financial years is as set out below:

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– 65 –

|SUMMARY COMPENSATION TABLE(1)                                 
|--------------------------------------------------------------
|Name and Principal   Position                                 
|Salary  ($)                                                   
|Securities  Under  Options/SARs 
      Granted (#)            
|Ronald W. Thiessen  Chief Executive   Officer,
      President
|Jeffrey R. Mason   Chief Financial   Officer,
      Secretary 

Notes:

(1)           During
  the Company's financial year ended December 31, 2004 the aggregate direct remuneration
  paid or payable to the Company's senior officers by the Company and its subsidiaries,
  all of whose financial statements are consolidated with those of the Company,
  was $225,130.

(2)           These
  funds represent fees paid to the individual in their capacity as a director
  and officer of the Company.

SHARE OPTIONS

The Share Option Plan has been established to provide incentive
  to qualified parties to increase their proprietary interest in the Company and
  thereby encourage their continuing association with the Company. The Share Option
  Plan is administered by the directors of the Company. The Share Option Plan
  provides that options will be issued to directors, officers, employees and consultants
  of the Company or a subsidiary of the Company. All options expire on a date
  not later than 10 years after the date of grant of such option.

The following share options were granted to the Named Executive
  Officers during the financial year ended December 31, 2004:

Option Grants During the Most Recently Completed Financial
  Year

|NAMED  EXECUTIVE  OFFICERS | Securities Under Options Granted (#) | % of Total Options Granted to Employees in Financial Year | Exercise or Base Price ($/Security) | Market Value of Securities Underlying Optionson the Date of Grant ($/Security) | Expiration Date  
|-------------------------- | ------------------------------------ | --------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------ | -----------------
|Ronald W. Thiessen         | 200,000                              | 6.8%                                                      | $1.62                               | $1.62                                                                          | December 19, 2008
|Jeffrey R. Mason           | 200,000                              | 6.8%                                                      | $1.62                               | $1.62                                                                          | December 19, 2008

The share options exercised by the Named Executive Officers
  during the financial year ended December 31, 2004 and the values of such options
  at the end of such year were as follows

|NAMED EXECUTIVE   OFFICERS   Name | Securities Acquired on
      Exercise (#) | Aggregate Value Realized
      ($) | Unexercised Options at December
      31, 2004 (#) Exercisable/ Unexercisable | Value of Unexercised in- the-Money
      Options at December 31, 2004 ($) Exercisable/ Unexercisable
|--------------------------------- | ----------------------------------------- | ---------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------
|Ronald W. Thiessen                | Nil                                       | N/A                                | 664,000/ Nil                                                                  | $129,660/ Nil                                                                                       

---

– 66 –

|NAMED EXECUTIVE  
      OFFICERS  
      Name | Securities
      Acquired on
      Exercise
      (#) | Aggregate
      Value Realized
      ($) | Unexercised Options at
      December 31, 2004
      (#)
      Exercisable/
      Unexercisable | Value of Unexercised in-
      the-Money Options at
      December 31, 2004
      ($)
      Exercisable/
      Unexercisable
|--------------------------------------------- | ----------------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------
|Jeffrey R. Mason                              | 183,000                                               | 286,370                                  | 551,000/ Nil                                                                                    | $135,060/ Nil                                                                                                               

PENSION PLANS

There are no defined pension, benefit or actuarial plans in
  place.

C.           BOARD
  PRACTICES

With the exception of Mr. Elliott and Mr. Kirk who were appointed
  to the Board of Directors in July 2004, all directors were elected at the annual
  general meeting held in June 2004. All directors have a term of office expiring
  at the next annual general meeting of Great Basin, expected to be held July
  2005, and all officers have a term of office lasting until their removal or
  replacement by the Board of Directors.

There are no compensatory plan(s) or arrangement(s), with
  respect to the directors and officers of the Company resulting from the resignation,
  retirement or any other termination of employment of the officer's employment
  or from a change of the directors' or officers' responsibilities following a
  change in control.

David M.S. Elliott, Wayne Kirk and Walter Segsworth are members
  of the Company's audit committee. The audit committee is elected annually by
  the directors of Great Basin at the first meeting of the board held after the
  Company's annual general meeting.

The purpose of the audit committee is to assist the Board
  of Directors in its oversight of the integrity of the Company's financial, accounting
  and reporting processes, in particular its financial statements and other relevant
  public disclosures. It must ensure the Company's compliance with legal and regulatory
  requirements relating to financial reporting, the external auditors' qualifications
  and independence and the performance of the internal controls. The audit committee
  is responsible for the retention or termination of the external auditors. The
  audit committee reviews the external audit plan and the results of the audit,
  reviews with the external auditors any audit problems or difficulties and management's
  response, approves all audit engagement fees and terms and pre-approves all
  audit and permitted non-audit services to be performed by the external auditors.

The audit committee also reviews all financial statements
  of the Company prior to their publication and all audits and management discussions
  and analysis, and considers the adequacy of the audit procedures.

The audit committee discusses with management the adequacy
  of the Company's system of internal accounting and financial controls. The audit
  committee has direct communication channels with the Company's external auditors
  and legal advisors. The audit committee has established procedures for the receipt,
  retention and treatment of complaints regarding accounting, internal controls
  or auditing matters, and for the confidential, anonymous submission by employees
  of the Company of concerns regarding possibly questionable accounting or auditing
  matters. The audit committee holds periodic meetings with the external auditors
  without the presence of management. The mandate of the audit committee empowers
  it to retain legal, accounting or other advisors at the Company's expense, and
  requires the audit committee to evaluate the functioning of the audit committee
  on an annual basis.

---

– 67 –

T. Barry Coughlan, David M.S. Elliott, and Wayne Kirk are
  members of the Company's compensation committee. The compensation committee
  is elected annually by the directors at the first meeting of the board held
  after the Company's annual general meeting.

The purpose of the compensation committee is to assist the
  board in monitoring, reviewing and approving the Company's compensation and
  practices and administering the Company's share compensation plans. The compensation
  committee is also responsible for recommending to the board candidates for senior
  executive positions. The compensation committee is responsible for reviewing
  and making recommendations to the board with respect to compensation for directors,
  senior management and employees and consultants, including compensation to be
  paid in consideration of a director acting on a committee, and succession planning
  for senior executives. When granting stock options, the compensation committee
  determines the number of shares covered by each grant and the terms and conditions
  of the option, subject to the specific provisions of the share option plan.
  The compensation committee reviews the remuneration of the directors at least
  annually and from time to time to ensure that it properly reflects the responsibilities
  associated with being an effective director. The compensation committee holds
  regular sessions during which it meets in the absence of management. The mandate
  of the compensation committee empowers it to retain legal or other advisors
  at the Company's expense, including compensation consultants and requires the
  committee to evaluate the functioning of the committee on an annual basis.

D.           EMPLOYEES

At May 31, 2005, Great Basin had no direct employees. Great
  Basin's administrative and exploration functions are primarily administered
  through Hunter Dickinson Inc. (See Item 4B "Business Overview" and Item 7 "Major
  Shareholders and Related Party Transactions" of this Annual Report).

E.           SHARE
  OWNERSHIP

SECURITYHOLDINGS OF DIRECTORS AND SENIOR MANAGEMENT AS
  AT MAY 31, 2005

As at May 31, 2005, the directors and officers of Great Basin
  and their affiliates, directly and indirectly, own or control as a group an
  aggregate of 709,068 common shares (0.9%) and hold options to acquire an additional
  4,217,000 common shares. To the knowledge of the directors and officers of Great
  Basin, as at such date, the only person or entity holding more than 5% of the
  issued common shares of the Company was Ballottine Investments (Proprietary)
  Limited, ("Ballottine") which holds 5.5 million shares of the Company.
  Ballottine is a private South African company controlled by the former shareholders
  of Southgold. Ballottine does not have any voting rights different from other
  shareholders, except that all or substantially all of these shares are subject
  to a voting trust agreement, whereby these shares are committed to vote with
  Great Basin management for a period of five years. Messrs. Still and Nkosi are
  Southgold's nominees on the Board of Directors.

---

– 68 –

The Company's directors and senior management currently beneficially own the
  following number of its common shares and options:

|                    |                 | As a Percentage  |           |          |                  
|------------------- | --------------- | ---------------- | --------- | -------- | -----------------
|                    | Shares Owned    | of the Company's | Number of |          |                  
|                    | or Beneficially | Common Shares    | Options   | Exercise |                  
|Name(2)             | Controlled      | Outstanding      | Held      | Price    | Expiry Date      
|                    |                 |                  |           |          |                  
|David J. Copeland   | 308,250         | 0.3%             | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 125,000   | $1.50    | July 29, 2005    
|                    |                 |                  | 109,000   | $1.17    | December 20, 2007
|                    |                 |                  | 300,000   | $0.96    | January 6, 2006  
|                    |                 |                  |           |          |                  
|T. Barry Coughlan   | Nil             | Nil              | 100,000   | $1.62    | December 18, 2008
|                    |                 |                  | 100,000   | $1.32    | July 29, 2005    
|                    |                 |                  |           |          |                  
|Scott D. Cousens    | 41,027          | 0%               | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 125,000   | $1.50    | July 29, 2005    
|                    |                 |                  | 109,000   | $1.17    | December 20, 2007
|                    |                 |                  | 100,000   | $0.96    | January 6, 2006  
|                    |                 |                  |           |          |                  
|Robert A. Dickinson | Nil             | Nil              | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 125,000   | $1.50    | July 29, 2005    
|                    |                 |                  | 109,000   | $1.17    | December 20, 2007
|                    |                 |                  | 100,000   | $0.96    | January 6, 2006  
|                    |                 |                  |           |          |                  
|David M.S. Elliott  | Nil             | Nil              | 100,000   | $1.62    | December 18, 2008
|                    |                 |                  | 100,000   | $1.75    | November 30, 2006
|                    |                 |                  |           |          |                  
|Wayne Kirk          | Nil             | Nil              | 100,000   | $1.62    | December 18, 2008
|                    |                 |                  | 100,000   | $1.75    | November 30, 2006
|                    |                 |                  |           |          |                  
|Jeffrey R. Mason    | 100,800         | 0.1%             | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 109,000   | $1.17    | December 20, 2007
|                    |                 |                  | 242,000   | $0.96    | January 6, 2006  
|                    |                 |                  |           |          |                  
|Sipho A. Nkosi      | Nil             | 0%               | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 100,000   | $1.32    | July 29, 2005    
|                    |                 |                  |           |          |                  
|Walter T. Segsworth | Nil             | 0%               | 100,000   | $1.62    | December 18, 2008
|                    |                 |                  | 200,000   | $1.17    | December 20, 2007
|                    |                 |                  |           |          |                  
|Robert G. Still     | (1              | 0%               | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 100,000   | $1.32    | July 29, 2005    
|                    |                 |                  |           |          |                  
|Ronald W. Thiessen  | 259,531         | 0.5%             | 200,000   | $1.62    | December 18, 2008
|                    |                 |                  | 125,000   | $1.50    | July 29, 2005    
|                    |                 |                  | 109,000   | $1.17    | December 20, 2007
|                    |                 |                  | 230,000   | $0.96    | January 6, 2006  
|                    |                 |                  |           |          |                  
|Total               | 709,068         | 0.9%             | 4,217,000 |          |                  

Note:

|(1) | Mr. Still has an indirect interest in a trust which
        is associated with Ballottine. Ballottine holds 5,500,000 shares of the
        Company as at June 1, 2005.                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | David Jennings, a former director, was granted options
        to purchase 200,000 shares at a price of $1.62 per share exercisable
        on or before December 19, 2008. Mr. Jennings passed away during the year
        and these options are exercisable by his estate until May 2006.

SHARE OPTION PLANS, 2004 and 2005

As at June 1, 2005 an aggregate of 2,519,800 shares were available
  to grant pursuant to the Company's Share Option Plan in effect in 2004 (the
  “2004 Plan”), which reserved a fixed number up to 14,600,000 shares
  for issuance of which 7,409,000 were issued and outstanding,4,671,200 had been
  issued and were exercised leaving 2,519,800 left to grant. The outstanding 7,409,000
  options will be incorporated into the 2005 Rolling plan .

---

– 69 –

Material Terms of The Company's 2004 Share Option
  Plan

The following is a summary of the material terms of the Company's
  Share Option Plan in effect during 2004 (see below for 2005):

|(a) | all options granted under the Share Option Plan
        are non-assignable and non-transferrable and are exercisable for a period
        not exceeding 10 years;                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | for stock options granted to employees or service
        providers (inclusive of management company employees), the Company must
        ensure that the proposed Optionee is a bona fide employee or service provider
        (inclusive of a management company employee), as the case may be, of the
        Company or of any of its subsidiaries;                                                                                                                                                                                                                        
|   
|(c) | if an Optionee ceases to be employed by the Company
        (other than as a result of termination with cause) or ceases to act as
        a director or officer of the Company or a subsidiary of the Company, any
        option held by such Optionee may be exercised within 90 days after the
        date such Optionee ceases to be employed as an officer or director or,
        as the case may be, or within 30 days if the Optionee is engaged in investor
        relations activities and ceases to be employed to provide investor relations
        activities;
|   
|(d) | the minimum exercise price of an option granted
        under the Plan must not be less than the Market Price (as defined in the
        policies of TSX); and                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(e) | no Optionee can be granted an option or options
        to purchase more than 5% of the outstanding listed shares of the Company
        in a one year period.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(f) | the number of options granted to Insiders of the
        Company may exceed 10% of its outstanding shares; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(g) | the aggregate number of options granted to Insiders
        of the Company within a one year period may exceed 10% of its outstanding
        listed shares; or                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(h) | the number of options granted to any one Insider
        and such Insider's associates within a one year period may exceed 5% of
        the Company's outstanding listed shares; or                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(i) | the Company may decrease the exercise price of options
        previously granted to Insiders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2005 12.5% Rolling Option Plan (2005 Rolling Option Plan)

In order to provide incentive to directors, officers, employees,
  management and others who provide services to the Company, to act in the best
  interests of the Company, effective June 9, 2005 the board approved, subject
  to regulatory and shareholder approval, a new share option plan (the "2005
  Rolling Option Plan") based on a rolling percentage of up to 12.5% of the
  Company's outstanding shares. As at June 1, 2005 there were 92,113,379 shares
  issued and outstanding. Pursuant to the 2005 Rolling Option Plan, as the outstanding
  options are exercised and the issued and outstanding Shares of the Company increases,
  the percentage of options available for granting to eligible optionees will
  increase.

The following is a summary of the material terms of the 2005
  Rolling Option Plan:

(a) at
  any time, a maximum of 12.5% of the outstanding shares of the Company may be
  reserved for incentive options;

---

– 70 –

(b) persons
  who are directors, officers, employees, consultants to the Company or its affiliates,
  or who are employees of a management company providing services to the Company
  are eligible to receive grants of options under the New Option Plan;

(c) all
  options granted under the New Option Plan are non-assignable and non-transferable
  and are exercisable for a period not exceeding 10 years;

(d) for
  stock options granted to employees or service providers (inclusive of management
  company employees), the Company must ensure that the proposed optionee is a
  bona fide employee or service provider (inclusive of a management company employee),
  as the case may be, of the Company or of any of its subsidiaries;

(e) if
  an optionee ceases to be employed by the Company (other than as a result of
  termination with cause) or ceases to act as a director or officer of the Company
  or a subsidiary of the Company, any option held by such optionee may be exercised
  within 90 days after the date such optionee ceases to be employed or act as
  an officer or director (30 days if the optionee is engaged in investor relations
  activities);

(f)
  the exercise price of the option is established by the board of directors at
  the time of the option is granted, subject to a the minimum exercise price of
  not less than the Market Price (as defined in the policies of TSX);

(g) no
  optionee can be granted an option or options to purchase more than 5% of the
  outstanding listed shares of the Company in a one year period; and

(h)
  subject to the policies of the TSX, the New Option Plan may be amended without
  shareholder approval to:

(i) make
  amendments which are of a "housekeeping" or clerical nature only;

(ii)
  change the vesting provisions of an option;

(iii)change
  the termination provision of an option granted hereunder which does not entail
  an extension beyond the original expiry date of such option; and

(iv) make
  such amendments as reduce, and do not increase, the benefits of the New Option
  Plan to service providers.

---

– 71 –

|ITEM
      7.                 MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|-------------------------------------------------------------------------------------

A.           MAJOR
  SHAREHOLDERS

Great Basin's securities are recorded on the books of its
  transfer agent in registered form, however, the majority of such shares are
  registered in the name of intermediaries such as brokerage houses and clearing
  houses on behalf of their respective brokerage clients, and Great Basin does
  not have knowledge or access to information about of the beneficial owners thereof.
  To the best of its knowledge, Great Basin is not directly or indirectly owned
  or controlled by a corporation or foreign government.

As of May 31, 2005, Great Basin had authorized an unlimited
  number of common shares without par value, of which 92,113,379 common shares
  were issued and outstanding.

The following table lists those persons who are known by Great
  Basin to beneficially own more than 5% of Great Basin's common shares and the
  number of shares beneficially owned by each such shareholder, each as of May
  31, 2005:

|Shareholder                                  | Number of Shares | Options
|-------------------------------------------- | ---------------- | -------
|Ballottine Investments (Proprietary) Limited | 5,500,000        | n/a    

The shareholders named in the above table do not have any
  different voting rights with respect to the common shares held by them, except
  that all or substantially all of these shares are subject to a voting trust
  agreement whereby these shares are committed to vote with Great Basin management
  for a period of five years.

Under the British Columbia Securities Act, insiders
  (generally officers, directors, holders of 10% or more of Great Basin's shares)
  are required to file insider reports of changes in their ownership in the first
  10 days following a trade in Great Basin's securities. Such reports are available
  for public inspection at the Canadian insider reporting web site (www.sedi.com).

As of May 31, 2005, to the best of the Company's knowledge,
  its shares were held as follows:

|              | Number of registered   |                  | Percentage of total
|------------- | ---------------------- | ---------------- | -------------------
|Location      | shareholders of record | Number of shares | shares             
|Canada        | 718                    | 66,931,269       | 72.7%              
|United States | 337                    | 19,675,298       | 21.3%              
|Other         | 5                      | 5,506,812        | 6.0%               
|              | 1,060                  | 92,113,379       | 100.0%             

Shares registered in intermediaries were assumed to be held
  by residents of the same country in which the clearing house was located.

---

– 72 –

B.           RELATED
  PARTY TRANSACTIONS

Except as disclosed below, Great Basin has not since January
  1, 2004 entered into or made, and does not propose to enter into or make:

|(1) | any transaction with a related party which is either
        material to Great Basin or the related party to which Great Basin or any
        its subsidiaries was or is proposed to be a party;                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | any transaction with a related party which is unusual
        in its nature or conditions involving goods, services or tangible or intangible
        assets to which Great Basin or any its subsidiaries was or is proposed
        to be a party;
|   
|(3) | any loans or guarantees directly by Great Basin
        or through any of Great Basin’s subsidiaries to or for the benefit
        of any related party.                                                                                           

A related party for the purposes of this Item 7B includes
  any of the following persons:

| | (a) | enterprises that, directly or indirectly through
        one or more intermediaries, control or are controlled by or under common
        control with Great Basin;                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | associates of Great Basin;                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (c) | individuals owning, directly or indirectly, shares
        of Great Basin that gives them significant influence over Great Basin
        and close members of such individuals’ families;                                                                                                                                                                                                                                
|
| | (d) | key management personnel, that is persons having
        authority and responsibility for planning, directing and controlling the
        activities of Great Basin, including directors and senior management and
        close members of the families of Great Basin’s directors and senior
        management; or                                                                                                    
|
| | (e) | enterprises in which a substantial interest in the
        voting power is owned, directly or indirectly, by any person described
        in (c) or (d) or over which such a person is able to exercise significant
        influence. This includes enterprises owned by directors or major shareholders
        of the company and enterprises that have a member of key management in
        common with the company.

Associates of Great Basin include unconsolidated enterprises
  in which Great Basin have significant influence or which have significant influence
  over Great Basin. Significant influence over an enterprise is the power to participate
  in the financial and operating policy decisions of the enterprise but is less
  than control over these policies. Shareholders beneficially owning a 10% or
  more of the voting power of the company are presumed to have a significant influence
  over the company.

Services Agreement with Hunter Dickinson Inc.

The Company is party to the geological and administrative
  services agreement with HDI dated for reference December 31, 1996, as described
  under Item 4.B of this Annual Report. During the fiscal year ended December
  31, 2004, the Company paid $1,015,231 to HDI for services pursuant to this
  agreement.

---

– 73 –

Arrangements with CEC Engineering Ltd.

During the fiscal years ended December 31, 2004, December
  31, 2003 and December 31, 2002, the Company paid $102,372, $118,987 and $89,500,
  respectively, to CEE Engineering Ltd., a private company owned by a director,
  David Copeland, for engineering and project management services invoiced at
  market rates.

Heads of Agreement with Tranter Investments (Pty) Limited

On April 29, 2005, the Company announced that it had signed
  a Heads of Agreement with Tranter in order to facilitate the qualification of
  the Company's ownership of its Burnstone Property as having the requisite BEE
  ownership interests as required under South African law. The Heads of Agreement
  sets out the intentions of the parties so that Tranter may, subject to certain
  conditions, acquire an interest in Southgold, the Company's wholly-owned subsidiary,
  which owns the Burnstone Property. The Tranter interest will be acquired for
  consideration which is yet to be determined and it is likely that Great Basin
  will provide financial assistance or favorable terms to Tranter to facilitate
  the acquisition of the interest. As a condition to the transaction Tranter must
  undertake a restructuring of its current shareholdings to ensure more broad-based
  participation by various historically disadvantaged groups in South Africa.
  The Heads of Agreement contemplates that certain restrictions will continue
  to apply to Tranter on an ongoing basis to ensure that it continues to qualify
  as a BEE company. Tranter is a private BEE company currently comprised of a
  group of South African professional investors, including Mr. Sipho Nkosi, a
  director of the Company.

Southgold had an underlying agreement with Tranter at the time
  of the 2002 Option Agreement between the Company and Southgold Shareholders
  which underlying agreement granted Tranter an option to acquire a participating
  interest in the Burnstone Property. If that underlying agreement right were
  exercised by Tranter, the Former Southgold Shareholders would receive certain
  additional consideration from the Company under the 2002 Option Agreement. However,
  that underlying agreement expired in March 2003. Southgold, Tranter and Great
  Basin have, in accordance with the Heads of Agreement, established a new framework
  for the Company to fulfill the BEE ownership requirements in relation to the
  Burnstone Property. Mr. Robert Still is a director of the Company and is also
  one of the Former Southgold Shareholders who had contingent rights under the
  2002 Option Agreement in relation to the underlying agreement with Tranter.
  Because of the planned restructuring of Tranter and the fact that definitive
  agreements have not yet been developed in respect of the transaction, the Company
  cannot say definitively what the financial interests of Messrs. Nkosi and Still
  may be, if any, in the transaction, however, subsequent disclosure filings made
  by the Company in accordance with securities requirements will clarify the nature
  and extent of these interests.

C.          
  INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

---

– 74 –

|ITEM
      8.                 FINANCIAL
      INFORMATION
|---------------------------------------------------------

A.           CONSOLIDATED
  STATEMENTS AND OTHER FINANCIAL INFORMATION

Item 17 of this Form 20-F contains Great Basin's audited annual
  financial statements for the years ending December 31, 2004, 2003 and 2002.

LEGAL PROCEEDINGS

Great Basin’s subsidiary Rodeo Creek is involved with
  litigation with Hecla in respect of its Ivanhoe Property as described in Item
  4.

In April 2005, the Company was notified that Hecla had filed
  for a declaratory judgment in connection with the Earn-In Agreement pertaining
  to the Ivanhoe project in Nevada. Hecla is seeking the Nevada court's declaration
  in regards to four matters, namely (a) a declaration that Hecla’s proposed
  2004-2005 program and budget are effective notwithstanding the Company’s
  objections, (b) a declaration that the agreed program and budget attached to
  the Earn-In Agreement has been superseded, (c) a declaration that all of Hecla’s
  expenditures will count towards in its earn-in requirements, and (d) a declaration
  that Hecla should be entitled to a six month extension of its earn-in term,
  until February 2, 2007. Hecla is not seeking damages. Despite the litigation,
  Hecla has taken no other actions related to the Earn-In Agreement.

The Company denies the grounds cited for the basis of Hecla's
  claims and the relief sought by Hecla. The outcome of this litigation is not
  determinable at this time.

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

DIVIDEND POLICY

The Company has not paid any dividends on its outstanding
  common shares since its incorporation and does not anticipate that it will do
  so in the foreseeable future. All funds of Great Basin are being retained for
  exploration of its projects.

B.           SIGNIFICANT
  CHANGES

There have been no significant changes to the accompanying
  financial statements since December 31, 2004, except as disclosed in this Annual
  Report on Form 20-F.

---

– 75 –

|ITEM
      9.                 THE
      OFFER AND LISTING
|---------------------------------------------------------

A.           OFFER
  AND LISTING DETAILS

TRADING MARKETS

The Company's common shares have been listed in Canada on
  the TSX since September 3, 2003, prior to which they were listed on TSX Venture
  Exchange.

The following tables set forth for the periods indicated the
  price history of the Company's common shares on the TSX and the TSX Venture
  Exchange.

|              |  | TSX    |  | TSX Venture Exchange
|------------- |  | ------ |  | --------------------
|              |  | High   |  | Low                 
|Fiscal        |  | (Cdn$) |  | (Cdn$)              
|              |  |        |  |                     
|2004          |  | 3.85   |  | 1.36                
|2003          |  | 3.95   |  | 1.80                
|2002          |  | n/a    |  | n/a                 
|2001          |  | n/a    |  | n/a                 
|2000          |  | n/a    |  | n/a                 
|              |  |        |  |                     
|              |  |        |  |                     
|              |  | TSX    |  | TSX Venture Exchange
|              |  | High   |  | Low                 
|Fiscal        |  | (Cdn$) |  | (Cdn$)              
|Q1, 2005      |  | 1.60   |  | 1.33                
|Q4, 2004      |  | 2.12   |  | 1.40                
|Q3, 2004      |  | 2.05   |  | 1.36                
|Q2, 2004      |  | 3.01   |  | 1.43                
|Q1, 2004      |  | 3.85   |  | 2.30                
|Q4, 2003      |  | 3.95   |  | 1.80                
|Q3, 2003      |  | 2.34   |  | 1.90                
|Q2, 2003      |  | n/a    |  | n/a                 
|Q1, 2003      |  | n/a    |  | n/a                 
|              |  |        |  |                     
|              |  |        |  |                     
|              |  | TSX    |  |                     
|              |  | High   |  | Low                 
|Month         |  | (Cdn$) |  | (Cdn$)              
|              |  |        |  |                     
|May 2005      |  | 1.20   |  | 1.00                
|April 2005    |  | 1.50   |  | 1.05                
|March 2005    |  | 1.60   |  | 1.33                
|February 2005 |  | 1.57   |  | 1.40                
|January 2005  |  | 1.51   |  | 1.33                
|December 2004 |  | 1.73   |  | 1.40                

Our common shares have been listed in the U.S. on AMEX since
  July 14, 2003, prior to which they were listed on the NASD OTC Bulletin Board
  ("OTC-BB").

The following tables set forth for the periods indicated the
  price history of the Company's common shares on AMEX and the OTC-BB.

---

– 76 –

|              |  | AMEX  |  | OTC-BB
|------------- |  | ----- |  | ------
|              |  | High  |  | Low   
|Fiscal        |  | (US$) |  | (US$) 
|              |  |       |  |       
|2004          |  | 2.95  |  | 1.03  
|2003          |  | 3.09  |  | 1.03  
|2002          |  | n/a   |  | n/a   
|2001          |  | n/a   |  | n/a   
|2000          |  | n/a   |  | n/a   
|              |  |       |  |       
|              |  |       |  |       
|              |  | AMEX  |  | OTC-BB
|              |  | High  |  | Low   
|Fiscal        |  | (US$) |  | (US$) 
|              |  |       |  |       
|Q1, 2005      |  | 1.32  |  | 1.08  
|Q4, 2004      |  | 1.72  |  | 1.16  
|Q3, 2004      |  | 1.64  |  | 1.03  
|Q2, 2004      |  | 2.32  |  | 1.06  
|Q1, 2004      |  | 2.95  |  | 1.72  
|Q4, 2003      |  | 3.09  |  | 1.32  
|Q3, 2003      |  | 1.73  |  | 1.03  
|Q2, 2003      |  | n/a   |  | n/a   
|Q1, 2003      |  | n/a   |  | n/a   
|              |  |       |  |       
|              |  |       |  |       
|              |  | AMEX  |  |       
|              |  | High  |  | Low   
|Month         |  | (US$) |  | (US$) 
|              |  |       |  |       
|May 2005      |  | 0.95  |  | 0.79  
|April 2005    |  | 1.15  |  | 0.82  
|March 2005    |  | 1.32  |  | 1.11  
|February 2005 |  | 1.29  |  | 1.12  
|January 2005  |  | 1.24  |  | 1.08  
|December 2004 |  | 1.48  |  | 1.16  

B.          
  PLAN OF DISTRIBUTION

Not applicable.

C.           MARKETS

The shares of Great Basin traded in Canada on the TSX Venture
  Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver
  Stock Exchange) from November 6, 1987 to September 3, 2003 (symbol-GBG), after
  which they traded on the Toronto Stock Exchange (symbol-GBG).

From December 14, 1990 to February 9, 1999, Great Basin's
  shares traded on the National Association of Securities Dealers Automated Quotation
  System (NASDAQ). On February 9, 1999, Great Basin's shares ceased trading on
  NASDAQ and from February 10, 1999 to July 12, 2003 Great Basin's shares traded
  on the OTC-BB (symbol-GBGLF), after which they have traded on the American Stock
  Exchange under the symbol GBN.

---

– 77 –

D.           SELLING
  SHAREHOLDERS

Not applicable.

E.           DILUTION

Not applicable.

F.           EXPENSES
  OF THE ISSUE

Not applicable.

---

– 78 –

|ITEM
      10.              
      ADDITIONAL INFORMATION
|---------------------------------------------------------

A.           SHARE
  CAPITAL

Not applicable.

B.           MEMORANDUM
  AND ARTICLES OF ASSOCIATION

Great Basin's corporate constituting documents comprising
  the Notice of Articles and Articles of Incorporation are registered with the
  British Columbia Registrar of Companies under Corporation No. 436691.

In March 2004, the Company Act (British Columbia) (the
  "BCCA") was replaced by the Business Corporations Act (British
  Columbia) (the "BCA"). All companies currently incorporated under
  the BCCA must complete a transition application to the BCA by March 29, 2006.
  The directors of the Company authorized the Company to file a transition application
  with the Registrar of Companies and to comply with the BCA. Accordingly, the
  Company filed a Notice of Articles in April 2005. The BCA also permits the Company
  increased flexibility in the provisions of its governing documents. The shareholders
  of the Company adopted new Articles (the “New Articles”) at the
  Company's annual general meeting held July 4, 2005 (the "Meeting")..
  The following is a comparison of the terms of the New Articles to the Company’s
  old Articles of Incorporation (the “Old Articles”) and some important
  provisions of the BCA. A copy of the Old Articles was filed as an exhibit with
  Great Basin's initial registration statement on Form 20-F.

Pursuant the BCA the Company is permitted to have an unlimited
  number of shares as its authorized capital. At the Meeting, shareholders will
  approved special resolutions to alter the Notice of Articles of the Company
  such that the maximum number of shares that the Company is authorized to issue
  has been eliminated and the Company is now authorized to issue an unlimited
  number of common shares without par value.

Under the BCA, every "pre-existing company' remains subject
  to certain "Pre-existing Company Provisions" contained in the BCCA unless such
  provisions are removed with the approval of the shareholders by way of special
  resolution. Such Pre-existing Company Provisions include the following provisions
  relevant to the Company:

| | • | The majority required to pass a special
        resolution is three-quarters of those votes cast at a properly constituted
        meeting of shareholders. Under the BCA a special resolution may be passed
        with a minimum two-thirds vote; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                         
| | • | A repurchase or redemption of shares
        can only be offered pro-rata to all shareholders. This provision has been
        removed under the BCA.                                                                                                   

In order to take full advantage of the flexibility offered
  by the BCA, the board of directors of the Company proposed to remove the Pre-existing
  Company Provisions in connection with the adoption by the Company of the New
  Articles. The removal of the Pre-existing Company Provisions will was approved
  by shareholders at the Meeting.

---

– 79 –

The New Articles principally reflect the provisions of the
  BCA which modernize British Columbia corporate legislation. The New Articles
  do not include a number of provisions in the Old Articles that are now covered
  by the BCA to avoid the possibility of conflict or the possibility of having
  to comply both with the statutory provision and a corresponding but different
  provision in the New Articles, and include the use of the new terminology adopted
  under the BCA. For example, "members" have become "shareholders"
  and "register of members" has become "central securities register"
  under the BCA. Most of these terminology and wording changes are not discussed
  in detail here, as they reflect statutory requirements that the Company cannot
  alter or amend or are largely housekeeping matters.

Set out below is a discussion of certain changes under the
  New Articles. These changes include substantive changes and changes that are
  simply a result of changes under the BCA.

Borrowing Powers

Under the Old Articles, the Company was permitted to borrow
  money, issue bonds, debentures and other debt obligations and mortgage, charge,
  or give security on the undertaking, or on the whole or any part of the property
  and assets, of the Company (both present and future). Under the BCA, companies
  are now also permitted, without restriction (other than general corporate governance
  principles), to guarantee repayment of money by any other person or the performance
  of any obligation of any other person. This change reflects the modernization
  of corporate legislation to effectively respond to increasingly complex financial
  transactions that companies may enter into in the course of their business.
  As a result, the New Articles provide that the Company may guarantee the repayment
  of money by any other person or the performance of any obligation of any other
  person. Such guarantees should permit the Company the maximum flexibility in
  possible future financial transactions, recognizing the duties directors have
  to ensure that the guarantee must always be in the best interests of the Company.

Share Certificates

Under the Old Articles, a shareholder was entitled to a share
  certificate representing the number of shares of the Company held. Under the
  BCA, a shareholder is now entitled to a share certificate representing the number
  of shares of the Company held or a written acknowledgement of the shareholder's
  right to obtain such a share certificate. As a result, the New Articles provide
  for this additional right. The addition of the ability to issue a written acknowledgement
  is very useful for public companies such as the Company, since it permits flexibility
  in corporate and securities transmissions.

Indemnity Provisions

Under the BCCA, the Company could only indemnify directors
  where it obtained prior court approval, except in certain limited circumstances.
  The Old Articles permitted the Company to indemnify directors, subject to the
  provisions of the former Act. Under the BCA, the Company is now permitted (and
  is, in some circumstances, required) to indemnify a past or present director
  or officer of the Company or an associated corporation without obtaining prior
  court approval in respect of an "eligible proceeding". An "eligible
  proceeding" includes any legal proceeding relating to the activities of
  the individual as a director or officer of the Company. However, under the BCA,
  the Company will be prohibited from paying an indemnity if:

1.
  the party did not act honestly and in good faith with a view to the best interests
  of the Company;

2.
  the proceeding was not a civil proceeding and the party did not have reasonable
  grounds for believing that his or her conduct was lawful; and

3. the
  proceeding is brought against the party by the Company or an associated corporation.

---

– 80 –

As a result, the New Articles require the Company to indemnify
  directors, officers and other persons, subject to the limits imposed under the
  BCA.

Amendment of Articles and Notice of Articles re Share
  Capital

The New Articles provide that the general authority required
  to amend all provisions of the Company's Articles and the Notice of Articles
  relating to the authorized share structure is a resolution of the directors
  or an ordinary resolution of the shareholders. An ordinary resolution (approval
  by the majority of the votes) of the shareholders is required to attach special
  rights and restrictions to any class of shares, . Under the Old Articles, such
  amendments required the approval of three quarters of the votes cast at a meeting
  of the shareholders of the Company. Failing the adoption of the New Articles,
  the BCA provides that such alterations would continue to require a special resolution
  of shareholders. If the amendment prejudices or interferes with the rights or
  special rights attached to any class of issued shares, by the provisions of
  the BCA, the consent of the holders of that class of shares by a special separate
  resolution is also required. Under the New Articles, a special separate resolution
  will be required to pass such resolutions, needing a majority of two-thirds
  rather than three-quarters of the votes cast.

Shareholders' Meetings

In addition to reflecting the present notice and other provisions
  of the BCA relating to shareholders' meetings, the New Articles provide that
  shareholders' meetings may be held at such place as is determined by the directors.
  At the July 5, 2005 annual shareholders’ meeting the quorum for shareholders’
  meetings was increased to 33 1/3% in accordance with AMEX requirements. If a
  quorum is not present at the commencement of a meeting the meeting will be adjourned
  to the same time and place one week later and at the deferred meeting whatever
  number of shares is actually represented will; be deemed to be a quorum.

Officers

Under the Old Articles, the Company was required to have at
  least a President and Secretary as officers, and separate individuals were required
  to hold those positions. In addition, the Chairman and President were required
  to be directors. However, under the BCA, those requirements no longer exist,
  and as a result, the New Articles remove these requirements leaving the Company
  free to continue or discontinue these practices.

Disclosure of Interest of Directors

Under the BCA, the provisions relating to the disclosure of
  interest by directors have been revised and updated. As directors of the Company
  are bound by these provisions, the New Articles have deleted reference to the
  old disclosure of interest provisions contained in the BCCA and refer to the
  provisions contained in the BCA.

Objects and Purposes

The company's New Articles, like its Old Articles do not specify
  objects or purposes. Under both the BCA and the predecessor BCCA, a British
  Columbia corporation generally has all the legal powers of a natural person.
  British Columbia corporations may not undertake certain limited business activities
  such as operating as a trust company or railroad without alterations to its
  form of articles and specific government consent.

Directors - Powers and Limitations

Great Basin's New Articles, like its Old Articles, do not
  specify a maximum number of directors (the minimum under British Columbia law
  for a public company is three). The number of directors is fixed, annually,
  by shareholders at the annual shareholders meeting and all directors are elected
  at that time; there are no staggered directorships. Under both the New and Existing
  Articles the directors are entitled

---

– 81 –

between successive annual general meetings to appoint one
  or more additional directors but not more than one-third of the number of directors,
  fixed at a shareholders’ meeting or actually elected at the preceding
  annual shareholders' meeting. Directors automatically retire at the commencement
  of each annual meeting but may be re-elected thereat.

Under the BCA, directors are obligated to abstain from voting
  on matters in which they may be financially interested after disclosing in writing
  such interest. Directors' compensation is not a matter on which they must abstain.
  Directors must be of the age of majority (18), and meet eligibility criteria
  including being mentally competent, not an un-discharged bankrupt, no fraud
  related convictions in the previous five years and a majority of directors must
  be ordinarily resident in Canada. There is no mandatory retirement age either
  under the New or the Old Articles or under the BCA.

Under the Old Articles, a director who was any way directly
  or indirectly interested in a proposed contract or transaction with Great Basin
  or who held any office or possessed any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director, was required to declare in writing the nature and extent of such interest
  in such contract or transaction. A director was not permitted vote in respect
  of any such contract or transaction if the company in which he is interested
  and if he should vote his vote shall not be counted but shall be counted in
  the quorum present at the meeting. Similarly, under the BCA directors are obligated
  to abstain from voting on matters in which they may be financially interested
  after fully disclosing such interest. Directors must abstain from voting in
  such circumstances both under the Old Articles and under the BCA.

Directors' borrowing powers are not generally restricted where
  the borrowing is in Great Basin's best interests, but the directors may not
  authorize Great Basin to provide financial assistance for any reason where Great
  Basin is insolvent or the providing of the guarantee would render it insolvent.
  Directors need not own any shares of Great Basin in order to qualify as directors.

Changes to Rights of Common Shareholders

Under the Old Articles, changes to the Articles require a
  shareholders' "special resolution" being a resolution passed by not
  less than 75% of the shares voted in person or by proxy at a duly convened shareholders
  meeting. Some organic corporate changes including amalgamation with another
  company, sale of substantially all of Great Basin's assets, re-domiciling out
  of the jurisdiction of British Columbia, creation of new classes of shares not
  only required such 75% approval but generally also give rise to a dissent right
  which is the right to be paid the fair value of the stockholder's shares in
  cash if the required special resolution is actually passed and Great Basin elects
  to proceed with the matter notwithstanding receipt of dissent notices. A notice
  of a shareholders meeting at which such an organic change action is intended
  to be considered must include a prominent notice of the dissent right. Dissent
  provisions are governed by the BCA and not by the Articles of Great Basin. The
  New Articles provide that where a special resolution is required under the BCA,
  it need only be approved by 66 2/3% of the votes cast on the resolution. In
  addition, the New Articles provide that, except where otherwise required by
  the BCA, amendments to the Articles may be made by ordinary resolution of the
  shareholders, being a resolution approved by the majority of the votes cast
  on the resolution.

Shareholders Meetings

Shareholders meetings are governed by the Articles of Great
  Basin but many important shareholder protections are also contained in the Securities
  Act (British Columbia) and the BCA. The New and Old Articles provide that
  Great Basin will hold an annual shareholders' meeting, will provide at least
  21 days'

---

– 82 –

notice and will provide for certain procedural matters and
  rules of order with respect to conduct of the meeting. The Securities Act
  (British Columbia) and the BCA superimpose requirements that generally provide
  that shareholders meetings require not less than a 60 day notice period from
  initial public notice and that Great Basin makes a thorough advanced search
  of intermediary and brokerage registered shareholdings to facilitate communication
  with beneficial shareholders so that meeting proxy and information materials
  can be sent via the brokerages to unregistered but beneficial shareholders,
  The form and content of information circulars and proxies and like matters are
  governed by the Securities Act. This legislation specifies the disclosure
  requirements for the proxy materials and various corporate actions, background
  information on the nominees for election for director, executive compensation
  paid in the previous year and full details of any unusual matters or related
  party transactions. Great Basin must hold an annual shareholders meeting open
  to all shareholders for personal attendance or by proxy at each shareholder's
  determination. The meeting must be held within 15 months of the previous annual
  shareholders meeting.

Shares Fully Paid

All Great Basin shares must, by applicable law, be issued
  as fully paid for cash, property or services. They are, therefore, non-assessable
  and not subject to further calls for payment.

Redemption

Great Basin has no redeemable securities authorized or issued.
  Great Basin has no sinking fund or like security redemption fund.

Pre-emptive Rights

There are no pre-emptive rights applicable to Great Basin,
  which provide a right to any person to participate in offerings of Great Basin's
  equity or other securities.

Rights to Profits and Liquidation Rights

All common shares of Great Basin participate rateably in any
  net profit or loss of Great Basin, and share rateably any available assets in
  the event of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Great Basin's New Articles
  or in the BCA on the right of persons who are not citizens of Canada to hold
  or vote common shares. (See also "Exchange Controls".)

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Great Basin is, or would thereby become, insolvent.

Voting Rights

Each Great Basin common share is entitled to one vote on matters
  to which common shares ordinarily vote including the annual election of directors,
  appointment of auditors and approval of corporate changes. There are no cumulative
  voting rights applicable to Great Basin.

---

– 83 –

Change in Control

Great Basin has not implemented any shareholders' rights or
  other "poison pill" protection against possible take-overs. Great Basin does
  not have any agreements which are triggered by a take-over or other change of
  control. There are no provisions in its articles triggered by or affected by
  a change in outstanding shares which gives rise to a change in control. There
  are no provisions in Great Basin's material agreements giving special rights
  to any person on a change in control.

Insider Share Ownership Reporting

Neither the New nor the Old Articles of Great Basin require
  disclosure of share ownership. Share ownership of director nominees must be
  reported annually in proxy materials sent to Great Basin's shareholders. There
  are no requirements under British Columbia corporate law to report ownership
  of shares of Great Basin but the Securities Act (British Columbia) requires
  disclosure of trading by insiders (generally officers, directors and holders
  of 10% of voting shares) within 10 days of the trade. Disclosure can be found
  at www.sedi.com. Under the Securities Act controlling shareholders, if
  any, (generally those in excess of 20% of outstanding shares) must provide seven
  days advance notice of share sales.

Securities Act (British Columbia)

This statute applies to Great Basin and governs matters typically
  pertaining to public securities such as continuous quarterly financial reporting,
  immediate disclosure of material changes, insider trade reporting, take-over
  protections to ensure fair and equal treatment of all shareholders, exemption
  and resale rules pertaining to non-prospectus securities issuances as well as
  civil liability for certain misrepresentations, disciplinary, appeal and discretionary
  ruling matters. All Great Basin shareholders regardless of residence have equal
  rights under this legislation.

C.           MATERIAL
  CONTRACTS

Great Basin’s material contracts are:

|(a) | Geological Management and Administration Services
        Agreement with Hunter Dickinson Inc. dated for reference December 31,
        1996 filed with Form 20-F for fiscal year 1999 filed on March 30, 2000
        (See Item 7 “Interest of Management in Certain Transactions”);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | The Earn-In Agreement with Hecla dated August 2,
        2002 described in Item 4 respecting the Ivanhoe Property.                                                                                                                                                                   
|   
|(c) | The Option to Purchase Agreement with Southgold
        Exploration (Proprietary) Limited and its shareholders dated November
        5, 2002 respecting the Burnstone Property described in Item 4.                                                                                 
|   
|(d) | The Heads of Agreement with Tranter Investments
        (Proprietary) Limited dated April 19, 2005.                                                                                                                                                                                  

D.           EXCHANGE
  CONTROLS

Great Basin is incorporated pursuant to the laws of the Province
  of British Columbia, Canada. There is no law or governmental decree or regulation
  in Canada that restricts the export or import of capital, or affects the remittance
  of dividends, interest or other payments to a non-resident holder of Common
  Shares, other than withholding tax requirements. Any such remittances to United
  States residents are generally subject to withholding tax, however no such remittances
  are likely in the foreseeable future. See "Taxation", below.

---

– 84 –

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Great Basin on the right of a
  non-resident to hold or vote its common shares, other than as provided in the
  Investment Canada Act (Canada) (the "Investment Act"). The following
  discussion summarizes the material features of the Investment Act for a non-resident
  who proposes to acquire a controlling number of Great Basin's common shares.
  It is general only, it is not a substitute for independent advice from an investor's
  own advisor, and it does not anticipate statutory or regulatory amendments.
  Great Basin does not believe the Investment Act will have any affect on it or
  on its non-Canadian shareholders due to a number of factors including the nature
  of its operations and Great Basin's relatively small capitalization.

The Investment Act generally prohibits implementation of a
  "reviewable" investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture (each an "entity") that is not a "Canadian"
  as defined in the Investment Act (ie. a "non-Canadian"), unless after review
  the Minister responsible for the Investment Act is satisfied that the investment
  is likely to be of net benefit to Canada. An investment in Great Basin's common
  shares by a non-Canadian (other than a "WTO Investor" as that term is defined
  in the Investment Act and which term includes entities which are nationals of
  or are controlled by nationals of member states of the World Trade Organization)
  when Great Basin was not controlled by a WTO Investor, would be reviewable under
  the Investment Act if it was an investment to acquire control of Great Basin
  and the value of the assets of Great Basin, as determined in accordance with
  the regulations promulgated under the Investment Act, was over $5 million,
  or if an order for review was made by the federal cabinet on the grounds that
  the investment related to Canada's cultural heritage or national identity, regardless
  of the value of the assets of Great Basin. An investment in the common shares
  of Great Basin by a WTO Investor, or by a non-Canadian when Great Basin was
  controlled by a WTO Investor, would be reviewable under the Investment Act if
  it was an investment to acquire control of Great Basin and the value of the
  assets of Great Basin, as determined in accordance with the regulations promulgated
  under the Investment Act, was not less than a specified amount, which for 2005
  exceeds $250 million. A non-Canadian would acquire control of Great Basin
  for the purposes of the Investment Act if the non-Canadian acquired a majority
  of the common shares. The acquisition of less than a majority but one-third
  or more of the common shares would be presumed to be an acquisition of control
  of Great Basin unless it could be established that, on the acquisition, Great
  Basin was not controlled in fact by the acquiror through the ownership of the
  common shares.

The foregoing assumes Great Basin will not engage in the production
  of uranium or own an interest in a producing uranium property in Canada, or
  provide any financial service or transportation service, as the rules governing
  these businesses are different.

Certain transactions relating to the common shares would be
  exempt from the Investment Act, including

| | (a) | an acquisition of the common shares by a person
        in the ordinary course of that person's business as a trader or dealer
        in securities,                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | an acquisition of control of Great Basin in connection
        with the realization of security granted for a loan or other financial
        assistance and not for a purpose related to the provisions of the Investment
        Act, and                                                     
|
| | (c) | an acquisition of control of Great Basin by reason
        of an amalgamation, merger, consolidation or corporate reorganization
        following which the ultimate direct or indirect control in fact of Great
        Basin, through the ownership of the common shares, remained unchanged.

---

– 85 –

E.           TAXATION

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR
  OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING
  THE COMMON SHARES.

Material Canadian Federal Income Tax Consequences for
  United States Residents

The following summarizes the material Canadian federal income
  tax consequences generally applicable to the holding and disposition of Common
  Shares by a holder (in this summary, a "U.S. Holder") who, (a) for the purposes
  of the Income Tax Act (Canada) (the "Tax Act"), is not resident in Canada, deals
  at arm's length with Great Basin, holds the Common Shares as capital property
  and does not use or hold the Common Shares in the course of carrying on, or
  otherwise in connection with, a business in Canada, and (b) for the purposes
  of the Canada-United States Income Tax Convention, 1980 (the "Treaty"), is a
  resident solely of the United States, has never been a resident of Canada, and
  has not held or used (and does not hold or use) Common Shares in connection
  with a permanent establishment or fixed base in Canada. This summary does not
  apply to traders or dealers in securities, limited liability companies, tax-exempt
  entities, insurers, financial institutions (including those to which the mark-to-market
  provisions of the Tax Act apply), or any other U.S. Holder to which special
  considerations apply.

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada Revenue Agency. It has been assumed that all currently proposed amendments
  will be enacted as proposed and that there will be no other relevant change
  in any governing law or administrative practice, although no assurances can
  be given in these respects. The immediately following summary does not take
  into account Canadian provincial, U.S. federal (which follows further below),
  state or other foreign income tax law or practice. The tax consequences to any
  particular U.S. Holder will vary according to the status of that holder as an
  individual, trust, corporation, partnership or other entity, the jurisdictions
  in which that holder is subject to taxation, and generally according to that
  holder's particular circumstances. Accordingly, this summary is not, and is
  not to be construed as, Canadian tax advice to any particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Great
  Basin will be subject to Canadian withholding tax. Under the Treaty, the rate
  of withholding tax on dividends paid to a U.S. Holder is generally limited to
  15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
  and beneficially owns at least 10% of Great Basin's voting shares). Great Basin
  will be required to withhold the applicable withholding tax from any such dividend
  and remit it to the Canadian government for the U.S. Holder's account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect
  of a capital gain realized on the disposition of a Common Share in the open
  market unless the share is "taxable Canadian property" to the holder thereof
  and the U.S. Holder is not entitled to relief under the Treaty. A common share
  will be taxable Canadian property to a U.S. Holder if, at any time during the
  60 months preceding the disposition, the U.S. Holder or persons with whom the
  U.S. Holder did not deal at arm's length alone or together owned, or had rights
  to acquire, 25% or more of Great Basin's issued shares of any class or series.
  If the shares of Great Basin constitute taxable Canadian property to the holder,
  the holder may be subject to Canadian income tax on the gain. The taxpayer's
  capital gain or loss from a disposition of the share is the

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amount, in any, by which the proceeds of disposition exceed
  (or are exceeded by) the aggregate of the adjusted cost base and reasonable
  expenses of disposition. One-half of the capital gain is included in income
  and one-half of the capital loss is deductible from capital gains realized in
  the same year. Unused capital losses may be carried back three taxation years
  or forward indefinitely and applied to reduce capital gains realized in those
  years. It should be noted that Canada requires a withholding tax on the gross
  proceeds of a sale of taxable Canadian property by a non-resident. The withholding
  tax may be reduced on completion of a Clearance Certificate request. If the
  disposition of the share is subject to tax in Canada, the non-resident must
  also file a Canadian income tax return reporting the disposition.

A U.S. Holder whose common shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act, will generally be relieved from such liability under the Treaty unless
  the value of such shares at the time of disposition is derived principally from
  real property situated in Canada. The value of Great Basin's common shares is
  not currently derived principally from real property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a discussion of all material United States
  federal income tax consequences, under current law, generally applicable to
  a U.S. Holder (as hereinafter defined) of common shares of Great Basin. This
  discussion does not address all potentially relevant federal income tax matters
  and it does not address consequences peculiar to persons subject to special
  provisions of federal income tax law, such as those described below as excluded
  from the definition of a U.S. Holder. In addition, this discussion does not
  cover any state, local or foreign tax consequences (see "Taxation - Canadian
  Federal Income Tax Consequences" above). Accordingly, the Company urges holders
  and prospective holders of common shares of Great Basin to consult their own
  tax advisors about the specific federal, state, local, and foreign tax consequences
  to them of purchasing, owning and disposing of common shares of Great Basin,
  based upon their individual circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
  published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares
  of Great Basin who is a citizen or individual resident of the United States,
  a corporation or partnership created or organized in or under the laws of the
  United States or of any political subdivision thereof, an estate whose income
  is taxable in the United States irrespective of source or a trust subject to
  the primary supervision of a court within the United States and control of a
  United States fiduciary as described Section 7701(a)(30) of the Code. This summary
  does not address the tax consequences to, and U.S. Holder does not include,
  persons subject to specific provisions of federal income tax law, such as tax-exempt
  organizations, qualified retirement plans, individual retirement accounts and
  other tax-deferred accounts, financial institutions, insurance companies, real
  estate investment trusts, regulated investment companies, broker-dealers, non-resident
  alien individuals, persons or entities that have a "functional currency" other
  than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders
  who hold common shares as part of a straddle, hedging or conversion transaction,
  and shareholders who acquired their common shares through

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the exercise of employee stock options or otherwise as compensation
  for services. This summary is limited to U.S. Holders who own common shares
  as capital assets and the summary does not address the consequences to a person
  or entity holding an interest in a shareholder or the consequences to a person
  of the ownership, exercise or disposition of any options, warrants or other
  rights to acquire common shares. In addition, this summary does not address
  special rules applicable to United States persons (as defined in Section 7701(a)(30)
  of the Code) holding common shares through a foreign partnership or to foreign
  persons holding common shares through a domestic partnership.

Distribution on Common Shares of
  Great Basin

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Great Basin
  are required to include in gross income for United States federal income tax
  purposes the gross amount of such distributions, equal to the U.S. dollar value
  of such distributions on the date of receipt (based on the exchange rate on
  such date), to the extent that Great Basin has current or accumulated earnings
  and profits, without reduction for any Canadian income tax withheld from such
  distributions. Such Canadian tax withheld may be credited, subject to certain
  limitations, against the U.S. Holder's federal income tax liability or, alternatively,
  may be deducted in computing the U.S. Holder's federal taxable income by those
  who itemize deductions. (See more detailed discussion at "Foreign Tax Credit"
  below). To the extent that distributions exceed current or accumulated earnings
  and profits of Great Basin, they will be treated first as a return of capital
  up to the U.S. Holder's adjusted basis in the common shares and thereafter as
  gain from the sale or exchange of property. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally any gain or loss recognized upon
  a subsequent sale or other disposition of the foreign currency, including the
  exchange for U.S. dollars, will be ordinary income or loss. However, an individual
  whose realized gain does not exceed $200 will not recognize that gain, provided
  that there are no expenses associated with the transaction that meet the requirements
  for deductibility as a trade or business expense (other than travel expenses
  in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of Great Basin generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Great Basin may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of
  the voting power and value of Great Basin) deduction of the United States source
  portion of dividends received from Great Basin (unless Great Basin qualifies
  as a "foreign personal holding company" or a "passive foreign investment company,"
  as defined below). Great Basin does not anticipate that it will earn any United
  States income, however, and therefore does not anticipate that any U.S. Holder
  will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Great
  Basin's common shares, if any, generally will not be subject to information
  reporting and generally will not be subject to U.S. backup withholding tax.
  However, dividends and the proceeds from a sale of Great Basin's common shares
  paid in the U.S. through a U.S. or U.S. related paying agent (including a broker)
  will be subject to U.S. information reporting requirements and may also be subject
  to the 31% U.S. backup withholding tax, unless the paying agent is furnished
  with a duly completed and signed Form W-9. Any amounts withheld under the U.S.
  backup withholding tax rules will be allowed as a refund or a credit against
  the U.S. Holder's U.S. federal income tax liability, provided the required information
  is furnished to the IRS.

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Great
  Basin may be entitled, at the option of the U.S. Holder, to either receive a
  deduction or a tax credit for such foreign tax paid or withheld. Generally,
  it will be more advantageous to claim a credit because a credit reduces United
  States federal income taxes on a dollar-for-dollar basis, while a deduction
  merely reduces the taxpayer's income subject to tax. This election is made on
  a year-by-year basis and generally applies to all foreign taxes paid by (or
  withheld from) the U.S. Holder during that year. There are significant and complex
  limitations which apply to the credit, among which is the general limitation
  that the credit cannot exceed the proportionate share of the U.S. Holder's United
  States income tax liability that the U.S. Holder's foreign source income bears
  to his or its worldwide taxable income. In the determination of the application
  of this limitation, the various items of income and deduction must be classified
  into foreign and domestic sources. Complex rules govern this classification
  process. In addition, this limitation is calculated separately with respect
  to specific classes of income such as "passive income, " "high withholding tax
  interest," "financial services income," "shipping income," and certain other
  classifications of income. Dividends distributed by Great Basin will generally
  constitute "passive income" or, in the case of certain U.S. Holders, "financial
  services income" for these purposes. The availability of the foreign tax credit
  and the application of the limitations on the credit are fact specific, and
  U.S. Holders of common shares of Great Basin should consult their own tax advisors
  regarding their individual circumstances.

Disposition of Common Shares of Great
  Basin

In general, U.S. Holders will recognize gain or loss upon
  the sale of common shares of Great Basin equal to the difference, if any, between
  (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholder's tax basis in the common shares of Great Basin. Preferential
  tax rates apply to long-term capital gains of U.S. Holders which are individuals,
  estates or trusts. In general, gain or loss on the sale of common shares of
  Great Basin will be long-term capital gain or loss if the common shares are
  a capital asset in the hands of the U.S. Holder and are held for more than one
  year. Deductions for net capital losses are subject to significant limitations.
  For U.S. Holders which are not corporations, any unused portion of such net
  capital loss may be carried over to be used in later tax years until such net
  capital loss is thereby exhausted.

For U.S. Holders that are corporations (other than corporations
  subject to Subchapter S of the Code), an unused net capital loss may be carried
  back three years and carried forward five years from the loss year to be offset
  against capital gains until such net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Great Basin's outstanding
  shares is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Great Basin's gross income for such year is
  derived from certain passive sources (e.g., from certain interest and dividends),
  Great Basin may be treated as a "foreign personal holding company." In that
  event, U.S. Holders that hold common shares would be required to include in
  gross income for such year their allocable portions of such passive income to
  the extent Great Basin does not actually distribute such income. Great Basin
  does not believe that it currently qualifies as a foreign

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personal holding company. However, there can be no assurance
  that Great Basin will not be considered a foreign personal holding company for
  the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value
  of Great Basin's outstanding shares is held, directly or indirectly, by citizens
  or residents of the United States, United States domestic partnerships or corporations,
  or estates or trusts other than foreign estates or trusts (as defined by the
  Code Section 7701(a)(31)), and Great Basin is found to be engaged primarily
  in the business of investing, reinvesting, or trading in securities, commodities,
  or any interest therein, it is possible that Great Basin may be treated as a
  "foreign investment company" as defined in Section 1246 of the Code, causing
  all or part of any gain realized by a U.S. Holder selling or exchanging common
  shares to be treated as ordinary income rather than capital gain. Great Basin
  does not believe that it currently qualifies as a foreign investment company.
  However, there can be no assurance that Great Basin will not be considered a
  foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing "passive
  foreign investment companies" ("PFIC") which can have significant tax effects
  on U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
  Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
  formed in the United States if, for any taxable year, either (i) 75% or more
  of its gross income is "passive income," which includes interest, dividends
  and certain rents and royalties or (ii) the average percentage, by fair market
  value (or, if the corporation is not publicly traded and either is a controlled
  foreign corporation or makes an election, by adjusted tax basis), of its assets
  that produce or are held for the production of "passive income" is 50% or more.
  Great Basin appears to have been a PFIC for the fiscal year ended December 31,
  2003, and at least certain prior fiscal years. In addition, Great Basin expects
  to qualify as a PFIC for the fiscal year ending December 31, 2004 and may also
  qualify as a PFIC in future fiscal years. Each U.S. Holder of Great Basin is
  urged to consult a tax advisor with respect to how the PFIC rules affect such
  U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation
  during any year in which such corporation qualifies as a PFIC is subject to
  United States federal income taxation under one of three alternative tax regimes
  at the election of such U.S. Holder. The following is a discussion of such alternative
  tax regimes applied to such U.S. Holders of Great Basin. In addition, special
  rules apply if a foreign corporation qualifies as both a PFIC and a "controlled
  foreign corporation" (as defined below) and a U.S. Holder owns, actually or
  constructively, 10% or more of the total combined voting power of all classes
  of stock entitled to vote of such foreign corporation (See more detailed discussion
  at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat Great Basin as a qualified
  electing fund ("QEF") will be subject, under Section 1293 of the Code, to current
  federal income tax for any taxable year to which the election applies in which
  Great Basin qualifies as a PFIC on his pro rata share of Great Basin's (i) "net
  capital gain" (the excess of net long-term capital gain over net short-term
  capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary
  earnings" (the excess of earnings and profits over net capital gain), which
  will be taxed as ordinary income, in each case, for the shareholder's taxable
  year in which (or with which) Great Basin's taxable year ends, regardless of
  whether such amounts are actually distributed. A U.S. Holder's tax basis in
  the common shares will be increased by any such amount that is included in income
  but not distributed.

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S.

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Holder's holding period in which Great Basin is a PFIC. If
  the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF
  election, then the U.S. Holder may make the QEF election by simply filing the
  appropriate documents at the time the U.S. Holder files his tax return for such
  first year. If, however, Great Basin qualified as a PFIC in a prior year during
  the U.S. Holder's holding period, then, in order to avoid the Section 1291 rules
  discussed below, in addition to filing documents, the U.S. Holder must elect
  to recognize under the rules of Section 1291 of the Code (discussed herein),
  (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock
  on the qualification date or (ii) if Great Basin is a controlled foreign corporation,
  the U.S. Holder's pro rata share of Great Basin's post-1986 earnings and profits
  as of the qualification date. The qualification date is the first day of Great
  Basin's first tax year in which Great Basin qualified as a QEF with respect
  to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes
  (i) a timely QEF election, or (ii) an untimely QEF election and either of the
  above-described gain-recognition elections under Section 1291 is referred to
  herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at
  any time during a year of Great Basin in which Great Basin is a PFIC and who
  is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely
  QEF election and makes neither of the above-described gain-recognition elections)
  is referred to herein as a "Non-Electing U.S. Holder." An Electing U.S. Holder
  (i) generally treats any gain realized on the disposition of his Great Basin
  common shares as capital gain; and (ii) may either avoid interest charges resulting
  from PFIC status altogether, or make an annual election, subject to certain
  limitations, to defer payment of current taxes on his share of Great Basin's
  annual realized net capital gain and ordinary earnings subject, however, to
  an interest charge. If the U.S. Holder is not a corporation, any interest charge
  imposed under the PFIC regime would be treated as "personal interest" that is
  not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Great Basin must provide certain information regarding its net capital
  gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Great Basin intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to Great Basin. Great Basin urges each U.S. Holder to consult a
  tax advisor regarding the availability of, and procedure for making, the QEF
  election.

A QEF election, once made with respect to Great Basin, applies
  to the tax year for which it was made and to all subsequent tax years, unless
  the election is invalidated or terminated, or the IRS consents to revocation
  of the election. If a QEF election is made by a U.S. Holder and Great Basin
  ceases to qualify as a PFIC in a subsequent tax year, the QEF election will
  remain in effect, although not applicable, during those tax years in which Great
  Basin does not qualify as a PFIC. Therefore, if Great Basin again qualifies
  as a PFIC in a subsequent tax year, the QEF election will be effective and the
  U.S. Holder will be subject to the rules described above for Electing U.S. Holders
  in such tax year and any subsequent tax years in which Great Basin qualifies
  as a PFIC. In addition, the QEF election remains in effect, although not applicable,
  with respect to an Electing U.S. Holder even after such U.S. Holder disposes
  of all of his or its direct and indirect interest in the shares of Great Basin.
  Therefore, if such U.S. Holder reacquires an interest in Great Basin, that U.S.
  Holder will be subject to the rules described above for Electing U.S. Holders
  for each tax year in which Great Basin qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Great Basin
  common shares and (ii) certain "excess distributions," as defined in Section
  1291(b), by Great Basin.

A Non-Electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his Great Basin common shares
  and all excess distributions on his Great Basin common shares over the entire
  holding period for the common shares. All gains or excess distributions allocated
  to prior years of the U.S. Holder (excluding any portion of the holder's period
  prior to the first day of the first year of Great Basin (i) which began after
  December 31, 1986, and (ii) for which Great Basin was a PFIC) would

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be taxed at the highest tax rate for each such prior year
  applicable to ordinary income. The Non-Electing U.S. Holder also would be liable
  for interest on the foregoing tax liability for each such prior year calculated
  as if such liability had been due with respect to each such prior year. A Non-Electing
  U.S. Holder that is not a corporation must treat this interest charge as "personal
  interest" which, as discussed above, is wholly non-deductible. The balance,
  if any, of the gain or the excess distribution will be treated as ordinary income
  in the year of the disposition or distribution, and no interest charge will
  be incurred with respect to such balance. In certain circumstances, the sum
  of the tax and the PFIC interest charge may exceed the amount of the excess
  distribution received, or the amount of proceeds of disposition realized, by
  the U.S. Holder.

If Great Basin is a PFIC for any taxable year during which
  a Non-Electing U.S. Holder holds Great Basin common shares, then Great Basin
  will continue to be treated as a PFIC with respect to such Great Basin common
  shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder
  may terminate this deemed PFIC status by electing to recognize gain (which will
  be taxed under the rules discussed above for Non-Electing U.S. Holders) as if
  such Great Basin common shares had been sold on the last day of the last taxable
  year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a "mark-to-market election"). If such an election is
  made, such U.S. Holder will generally not be subject to the special taxation
  rules of Section 1291 discussed above. However, if the mark-to-market election
  is made by a Non-Electing U.S. Holder after the beginning of the holding period
  for the PFIC stock, then the Section 1291 rules will apply to certain dispositions
  of, distributions on and other amounts taxable with respect to Great Basin common
  shares. A U.S. Holder who makes the mark-to-market election will include in
  income for each taxable year for which the election is in effect an amount equal
  to the excess, if any, of the fair market value of the common shares of Great
  Basin as of the close of such tax year over such U.S. Holder's adjusted basis
  in such common shares. In addition, the U.S. Holder is allowed a deduction for
  the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis
  in the common shares over the fair market value of such shares as of the close
  of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains
  for the common shares in Great Basin included by such U.S. Holder for prior
  tax years, including any amount which would have been treated as a mark-to-market
  gain for any prior tax year but for the Section 1291 rules discussed above with
  respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for
  shares that were allowed as deductions for prior tax years. A U.S. Holder's
  adjusted tax basis in the common shares of Great Basin will be adjusted to reflect
  the amount included in or deducted from income as a result of a mark-to-market
  election. A mark-to-market election applies to the taxable year in which the
  election is made and to each subsequent taxable year, unless Great Basin common
  shares cease to be marketable, as specifically defined, or the IRS consents
  to revocation of the election. Because the IRS has not established procedures
  for making a mark-to-market election, U.S. Holders should consult their tax
  advisor regarding the manner of making such an election. No view is expressed
  regarding whether common shares of Great Basin are marketable for these purposes
  or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Great Basin common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferee's
  basis in this case will depend on the manner of the transfer. In the case of
  a transfer by an Electing U.S. Holder upon death, for example, the

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transferee's basis is generally equal to the fair market value
  of the Electing U.S. Holder's common shares as of the date of death under Section
  1014 of the Code. The specific tax effect to the U.S. Holder and the transferee
  may vary based on the manner in which the common shares are transferred. Each
  U.S. Holder of Great Basin is urged to consult a tax advisor with respect to
  how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Great Basin, certain adverse rules may apply in
  the event that both Great Basin and any foreign corporation in which Great Basin
  directly or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant
  to certain Proposed Treasury Regulations, a U.S. Holder would be treated as
  owning his or its proportionate amount of any lower-tier PFIC shares, and generally
  would be subject to the PFIC rules with respect to such indirectly-held PFIC
  shares unless such U.S. Holder makes a timely QEF election with respect thereto.
  Great Basin intends to make the necessary information available to U.S. Holders
  to permit them to make (and maintain) QEF elections with respect to each subsidiary
  of Great Basin that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier PFIC shares
  and (ii) any gain deemed to arise from a so-called "indirect disposition" of
  such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
  would generally include (i) a disposition by Great Basin (or an intermediate
  entity) of lower-tier PFIC shares, and (ii) any other transaction resulting
  in a diminution of the U.S. Holder's proportionate ownership of the lower-tier
  PFIC, including an issuance of additional common shares by Great Basin (or an
  intermediate entity). Accordingly, each prospective U.S. Holder should be aware
  that he or it could be subject to tax even if such U.S. Holder receives no distributions
  from Great Basin and does not dispose of its common shares. Great Basin strongly
  urges each prospective U.S. Holder to consult a tax advisor with respect to
  the adverse rules applicable, under the Proposed Treasury Regulations, to U.S.
  Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
  respect to Great Basin common shares while Great Basin is a PFIC unless the
  U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6)
  of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including
  a margin loan) will, except as may be provided in regulations, be treated as
  having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Great
  Basin is owned, actually or constructively, by citizens or residents of the
  United States, United States domestic partnerships or corporation, or estates
  or trusts other than foreign estates or trusts (as defined by the Code Section
  7701(a)(31)), each of which own, actually or constructively, 10% or more of
  the total combined voting power of all classes of shares entitled to vote of
  Great Basin ("United States Shareholder"), Great Basin could be treated as a
  controlled foreign corporation ("CFC") under Subpart F of the Code. This classification
  would effect many complex results, one of which is the inclusion of certain
  income of a CFC which is subject to current U.S. tax. The United States generally
  taxes United States Shareholders of a CFC currently on their pro rata shares
  of the Subpart F income of the CFC. Such United States Shareholders are generally
  treated as having received a current distribution out of the CFC's Subpart F
  income and are also subject to current U.S. tax on their pro rata shares of
  increases in the CFC's earnings invested in U.S. property. The foreign tax credit
  described above may reduce the U.S. tax on these amounts. In addition, under
  Section 1248 of the Code, gain from the sale or exchange of shares by a U.S.
  Holder of common shares of Great Basin which is or was a United States Shareholder
  at any time during the five-year period ending on the date of the sale or exchange
  is treated as ordinary income to the extent of earnings and profits of Great
  Basin attributable to

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– 93 –

the shares sold or exchanged. If a foreign corporation is
  both a PFIC and a CFC, the foreign corporation generally will not be treated
  as a PFIC with respect to United States Shareholders of the CFC. This rule generally
  will be effective for taxable years of United States Shareholders beginning
  after 1997 and for taxable years of foreign corporations ending with or within
  such taxable years of United States Shareholders. Special rules apply to United
  States Shareholders who are subject to the special taxation rules under Section
  1291 discussed above with respect to a PFIC. Because of the complexity of Subpart
  F, a more detailed review of these rules is outside of the scope of this discussion.
  Great Basin does not believe that it currently qualifies as a CFC. However,
  there can be no assurance that Great Basin will not be considered a CFC for
  the current or any future taxable year.

F.           DIVIDENDS
  AND PAYING AGENTS

Not applicable.

G.           STATEMENT
  BY EXPERTS

Not applicable.

H.           DOCUMENTS
  ON DISPLAY

Exhibits attached to this Form 20-F are also available for
  viewing at the offices of Great Basin, Suite 1020 - 800 West Pender Street,
  Vancouver, British Columbia V6C 2V6 or on request of Great Basin at 604-684-6365,
  attention: Shirley Main. Copies of Great Basin's financial statements and other
  continuous disclosure documents required under the British Columbia Securities
  Act are available for viewing on the internet at www.SEDAR.com.

I.           SUBSIDIARY
  INFORMATION

Not applicable.

---

– 94 –

|ITEM
      11.               QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|---------------------------------------------------------------------------------------------

(A)           TRANSACTION
  RISK AND CURRENCY RISK MANAGEMENT

Great Basin's operations do not employ financial instruments
  or derivatives which are market sensitive and Great Basin does not have financial
  market risks.

(B)           EXCHANGE
  RATE SENSITIVITY

Great Basin's administrative operations are in Canada.

The Company incurs certain of its exploration expenditures
  in South African rand, which has ranged from 7.4 to 4.2 rand per Canadian dollar
  since January 2000. The Company also has certain reclamation liabilities related
  to its Ivanhoe Property, which are denominated in United States dollars.

The Company typically holds most of its funds in Canadian
  dollars and typically acquires foreign currency on an as-needed basis and hence
  it is not significantly affected by exchange rate risk.

(C)           INTEREST
  RATE RISK AND EQUITY PRICE RISK

Great Basin is equity financed and does not have any debt
  which is subject to interest rate change risks.

(D)           COMMODITY
  PRICE RISK

While the value of Great Basin's resource properties can always
  be said to relate to the price of gold and copper metals and the outlook for
  same, Great Basin does not have any operating mines and hence does not have
  any hedging or other commodity based operations risks respecting its business
  activities.

---

– 95 –

|ITEM
      12.               DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES
|-----------------------------------------------------------------------------------------

A.           DEBT
  SECURITIES

Not applicable.

B.           WARRANTS
  AND RIGHTS

Not applicable.

C.           OTHER
  SECURITIES

Not applicable.

D.           AMERICAN
  DEPOSITARY SHARES

Not applicable.

PART II

---

– 96 –

|ITEM
      13.               DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
|----------------------------------------------------------------------------------

Not applicable.

---

– 97 –

|ITEM
      14.               MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|---------------------------------------------------------------------------------------------------------------

Not applicable.

---

– 98 –

|ITEM
      15.               CONTROLS
      AND PROCEDURES
|----------------------------------------------------------

As required by Rule 13a-15 under the Securities Exchange
  Act of 1934 (the "Exchange Act"), the Company carried out an evaluation
  of the effectiveness of the design and operation of the Company's disclosure
  controls and procedures as of December 31, 2004. This evaluation was carried
  out under the supervision and with the participation of the Company's Chief
  Executive Officer, Ronald W. Thiessen, and the Company's Chief Financial Officer,
  Jeffrey R. Mason. Based upon that evaluation, the Company's Chief Executive
  Officer and Chief Financial Officer concluded that the Company's disclosure
  controls and procedures are effective in timely alerting management to material
  information relating to the Company required to be included in the Company's
  periodic SEC filings. There have been no significant changes in the Company's
  internal controls or in other factors that could significantly affect internal
  controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  the Company's reports filed or submitted under the Exchange Act is recorded,
  processed, summarized and reported, within the time periods specified in the
  Securities and Exchange Commission's rules and forms. Disclosure controls and
  procedures include, without limitation, controls and procedures designed to
  ensure that information required to be disclosed in the Company's reports filed
  under the Exchange Act is accumulated and communicated to management, including
  the Company's Chief Executive Officer and Chief Financial Officer, to allow
  timely decisions regarding required disclosure.

During the Company's most recently completed fiscal year ended
  December 31, 2004, there were no changes in the Company's internal control over
  financial reporting that have materially affected, or are reasonably likely
  to affect, its internal control over financial reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant'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:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | 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 registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|   
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

---

– 99 –

|ITEM
      16.               AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS
|--------------------------------------------------------------------------------------------------

A.           AUDIT
  COMMITTEE FINANCIAL EXPERT

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. Mr. Elliott
  is "independent", as that term is defined by the rules of the American Stock
  Exchange. Mr. Elliott is an accredited Chartered Accountant in Canada.

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 attached as an exhibit
  to this Annual Report.

C.           PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

The following table discloses the aggregate fees billed for
  each of the last two fiscal years for professional services rendered by the
  Company's audit firm for various services.

|                      | Year ended        | Year ended       
|--------------------- | ----------------- | -----------------
|Services:             | December 31, 2004 | December 31, 2003
|Audit Fees            | $51,175           | $45,490          
|Audit-Related Fees(1) | 375               | 4,100            
|Tax Fees              | -                 | -                
|All Other Fees        | -                 | -                
|                      | $51,550           | $49,590          

Note:

(1)          
  "Audit-Related Fees" include services that are traditionally performed by the
  auditor. These audit-related services include employee benefit audits, due diligence
  assistance, accounting consultations on proposed transactions, internal control
  reviews and audit or attest services not required by legislation or regulation.

From time to time, management of the Company recommends to
  and requests approval from the audit committee for non-audit services to be
  provided by the Company's auditors. The audit committee routinely considers
  such requests at committee meetings, and if acceptable to a majority of the
  audit committee members, pre-approves such non-audit services by a resolution
  authorizing management to engage the Company's auditors for such non-audit services,
  with set maximum dollar amounts for each itemized service. During such deliberations,
  the audit committee assesses, among other factors, whether the services requested
  would be considered "prohibited services" as contemplated by the US Securities
  and Exchange Commission, and whether the services requested and the fees related
  to such services could impair the independence of the auditors.

D.           EXEMPTIONS
  FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

E.           PURCHASES
  OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

---

– 100 –

PART III

---

– 101 –

|ITEM
      17.               FINANCIAL
      STATEMENTS
|-------------------------------------------------------

The following audited financial statements are included with this Annual Report:

Consolidated Balance Sheets as at December 31, 2004 and 2003,
  Consolidated Statements of Operations and Deficit for the years ended December
  31, 2004, 2003 and 2002, Consolidated Statements of Cash Flows for the years
  ended December 31, 2004, 2003 and 2002, and Notes to the Consolidated Financial
  Statements, together with the Report of the Independent Registered Public Accounting
  Firm thereon.

---

– 102 –

|ITEM
      18.               FINANCIAL
      STATEMENTS
|-------------------------------------------------------

Great Basin has elected to provide financial statements required
  by Item 17.

---

– 103 –

|ITEM
      19.               EXHIBITS
|-------------------------------------

Key to the following document types:

|1.     | Articles of Incorporation and Memorandum
        of the Company.                          
|------ | ------------------------------------------------------------------------------------------
|      
|2.     | Other Instruments defining the rights
        of the holders of equity or debt securities.
|      
|3.     | Voting trust agreements.                                                                  
|      
|4.     |                                                                                           
|      
|       | a.                                                                                        
|      
|       | b.                                                                                        
|      
|       |                                                                                           
|      
|       |                                                                                           
|      
|       |                                                                                           
|      
|       |                                                                                           
|      
|       | c.                                                                                        
|      
|5. -9. | Not applicable.                                                                           
|      
|10.    | Other                                                                                     

---

– 104 –

The following Exhibits have been filed with Great Basin’s
  Annual Report on Form 20-F in previous years:

|Type of  | Description                                                                                                                                                                                                        
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Document |                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                    
|1& 2     | Articles of incorporation, bylaws and instruments defining
        rights of common shareholders were amended July 5, 2005 and are appended
        hereto.                                                        
|         |                                                                                                                                                                                                                    
|4A       | Geological Management
        and Administration Services Agreement dated for reference December 31,
        1996 has been previously filed. (See Item 7 “Interest of Management
        in Certain Transactions”).
|         |                                                                                                                                                                                                                    
|4C       | Share Incentive Plan dated for reference June 21, 2000
        was superseded by a 12.5% Rolling Plan on July 5, 2005 (see below and
        see Item 6 “Share Incentive Plan”).                                   
|         |                                                                                                                                                                                                                    
|4A       | August 2, 2002 Earn In Agreement between Rodeo Creek
        Gold Inc (a wholly-owned subsidiary of the Company) and Hecla Ventures
        Corp. (a subsidiary of Hecla Mining Company).                          
|         |                                                                                                                                                                                                                    
|4A       | Option to Purchase
        Agreement between Great Basin Gold Ltd. and Southgold Exploration (Proprietary)
        Limited and Pangea Exploration (Proprietary) Limited et al.                                     

---

– 105 –

The following exhibits are filed with this Annual Report on
  Form 20-F in respect of the current year:

|Exhibit | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4A      | Heads of Agreement
        between the Company and Tranter Investments (Pty) Limited dated April
        19, 2005.                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4B      | 12.5% Rolling Management Incentive
      Stock Option adopted July 5th, 2005                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11.1    | Code of Ethics
        adopted May 10, 2005                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12.1    | CEO Section
        302 Certification                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12.2    | CFO Section
        302 Certification                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13.1    | Section 906
        Certification of CEO and CFO                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.1    | Consent of
        Andrew Pooley, Pr.Eng.                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.2    | Consent of
        D Dodd, AusIMM                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.3    | Consent of
        J Scheurenberg, Pr.Eng.                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.4    | Consent of
        GJ van der Heever, Pr.Sci.Nat.                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|14.5    | Consent of
        JRL Edwards, SAIMM                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99.1    | Consolidated
        Balance Sheets as at December 31, 2004 and 2003, Consolidated Statements
        of Operations and Deficit for the years ended December 31, 2004, 2003
        and 2002, Consolidated Statements of Cash Flows for the years ended December
        31, 2004, 2003 and 2002, and Notes to the Consolidated Financial Statements,
        together with the Report of the Independent Registered Public Accounting
        Firm thereon.

---

– 106 –

SIGNATURES

The registrant hereby certifies that it meets all of the requirements
  for filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this annual report on its behalf.

|GREAT BASIN GOLD LTD.                           | 
|----------------------------------------------- | 
|                                                | 
|                                                | 
|/s/ Jeffrey R. Mason                            | 
|JEFFREY R. MASON                                | 
|Director, Chief Financial Officer and Secretary | 
|                                                | 
|DATED: July 11, 2005                            | 



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