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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

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

OR

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

For the fiscal year endedDecember 31, 2010

Commission File Number: 001-31729

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

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

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

Corporation Service CompanySuite 400, 2711
Centerville RoadWilmington, Delaware 19808(800)
927-9800(Name, address (including zip code) and telephone number
(includingarea code) of agent for service in the United States)

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

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

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

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

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

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

Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the period
covered by the annual report: 414,015,108Common
SharesIndicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number assigned
to the Registrant in connection with such Rule. Yes [  
]      No [X]

1

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

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

INTRODUCTORY INFORMATION

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

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

PRINCIPAL DOCUMENTS

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

- the Companys Annual Information Form for the year ended December 31, 2010;
- the Companys Audited Consolidated Financial Statements as at and for the
  two years ended December 31, 2010 and 2009;
- the Companys Management Discussion and Analysis for the year ended
  December 31, 2010.

FORWARD-LOOKING STATEMENTS

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

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Such statements reflect the Companys current views with
respect to future events and are subject to risks and uncertainties and are
necessarily based upon a number of estimates and assumptions that, while
considered reasonable by the Company, are inherently subject to significant
business, economic, competitive, political and social uncertainties and
contingencies. Many factors could cause the Companys actual results,
performance or achievements to be materially different from any future
results, performance, or achievements that may be expressed or implied by such
forward-looking statements, including, among others:

- the value of our reserves and the outlook for profitable mining from our
  operations is dependent on continuing strong gold prices. Gold prices are
  historically volatile and gold can be subject to long periods of depressed
  prices;
- the estimation of mineral resources is a subjective process, the accuracy
  of which is a function of the quantity and quality of available data and the
  assumptions made and judgments used in the engineering and geological
  interpretation of that data and such assumptions and judgment, which may prove
  un-reliable or mistaken. Reserves may be subject to revision based on various
  factors, some of which are beyond our control. There is no certainty we will
  ultimately be able to classify all our mineral resources as mineable reserves
  under SEC rules;
- our Nevada operations are trial mining only and are subject to current and
  potential permit restrictions and/or permit delays which could hinder or
  ultimately prevent full production mining at the Hollister Property. Failure
  or delay to successfully complete a required environmental impact statement
  will delay or preclude the move into full production mining at the Hollister
  Property;
- our operations in South Africa are subject to political risk and the mining
  laws of post-apartheid South Africa are still evolving with tenure rights
  which have not been extensively tested in the courts or are not yet fully
  settled, meaning that our ability to retain prospecting and mining rights may
  be subject to unexpected changes or conditions;
- mining risks which affect all companies in our industry to different
  degrees include impact and cost of compliance with environmental regulations
  and the actions of mining opposition groups, adverse changes in mining and
  reclamation laws and compliance with increasingly complex health and safety
  rules. We rely on key personnel to a significant degree and the unexpected
  departure of some of them could cause delays. We could encounter unexpected
  geological structures, water tables, infrastructure problems, such as power
  outages and unexpected natural events such as earthquake, floods, tornado and
  storms; and
- other general and specific risks detailed from time-to-time in the
  Companys quarterly filings, annual information forms, annual reports and
  annual filings with Canadian securities regulators and those which are
  discussed under the heading Risk Factors.

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

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

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

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

The disclosure in this annual report, including the documents
incorporated by reference herein, uses terms that comply with reporting
standards in Canada and certain estimates are made in accordance with Canadian
National Instrument 43-101 Standards of Disclosure for Mineral Projects
(NI 43-101). NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects.
Unless otherwise indicated, all reserve and resource estimates contained in or
incorporated by reference in this annual report have been prepared in accordance
with NI 43-101. These standards differ significantly from the requirements of
the SEC, and reserve and resource information contained herein and incorporated
by reference herein may not be comparable to similar information disclosed by
U.S. companies.

This annual report includes mineral reserve estimates that have
been calculated in accordance with NI 43-101, as required by Canadian securities
regulatory authorities. For United States reporting purposes, SEC Industry Guide
7 (under the United States Securities Exchange Act of 1934 (the Exchange
Act)), as interpreted by Staff of the SEC, applies different standards in order
to classify mineralization as a reserve. As a result, the definitions of proven
and probable reserves used in NI 43-101 differ from the definitions in the SEC
Industry Guide 7. Under SEC standards, mineralization may not be classified as a
"reserve" unless the determination has been made that the mineralization could
be economically and legally produced or extracted at the time the reserve
determination is made. Among other things, all necessary permits would be
required to be in hand or issuance imminent in order to classify mineralized
material as reserves under the SEC standards. Accordingly, some of the mineral
reserve estimates contained in this annual report may not qualify as reserves
under SEC standards.

In addition, this annual report uses the terms measured
mineral resources, indicated mineral resources and inferred mineral
resources to comply with the reporting standards in Canada. We advise United
States investors that while those terms are recognized and required by Canadian
regulations, the SEC does not recognize them. United States investors are
cautioned not to assume that any part or all of the mineral deposits in these
categories will ever be converted into mineral reserves. These terms have a
great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility.

Further, inferred resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned not to
assume that all or any part of the inferred resources exists. In accordance with
Canadian rules, estimates of inferred mineral resources cannot form the basis
of feasibility or other economic studies.

It cannot be assumed that all or any part of measured mineral
resources, indicated mineral resources, or inferred mineral resources will
ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported measured mineral resources, indicated mineral
resources, or inferred mineral resources in this annual report is
economically or legally mineable.

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

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

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

The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company prepares its consolidated financial statements
in accordance with Canadian Generally Accepted Accounting Principles
(Canadian GAAP) which principles differ in certain respects from United
States generally accepted accounting principles (US GAAP) and from
practices prescribed by the SEC. Therefore, the Companys financial statements
incorporated by reference in this annual report may not be comparable to
financial statements prepared in accordance with U.S. GAAP. You should refer to
the discussion of the principal differences between our financial results
determined under Canadian GAAP and under U.S. GAAP that is contained in Note 25
Reconciliation with United States Generally Accepted Accounting
Principles to the Companys consolidated financial statements for the year
ended December 31, 2010.

DISCLOSURE CONTROLS AND PROCEDURES

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

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

INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

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

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Management assessed the effectiveness of the Companys internal
control over financial reporting as at December 31, 2010. In making this
assessment, the Companys management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).

Based upon this assessment, management concluded that the
Companys internal control over financial reporting was effective as at December
31, 2010.

The Companys independent registered auditor,
PricewaterhouseCoopers LLP, has audited the Companys financial statements
included in this Annual Report on Form 40-F, and has issued an attestation
report on the Companys internal control over financial reporting as at December
31, 2010. The auditors attestation report is included as part of Exhibit 99.6.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the year the Company has designed and implemented its
control environment to include relevant internal controls in response to the
Companys transition from developer to producer with further internal controls
to be implemented during 2011 in response to the Burnstone production build-up.
These include new internal controls addressing revenue recognition, inventory
and production costs, depletion, depreciation and development costs incurred
following commencement of commercial production. The implementation of these
internal controls over financial reporting will have a material impact and are
reasonably likely to affect our internal control over financial reporting.

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

The Companys Board of Directors has determined that Patrick
Cooke, chairman of the Audit Committee of the board, is an audit committee
financial expert (as that term is defined in Item 407 of Regulation S-K under
the Exchange Act) and is an independent director under applicable securities
laws and the listing standards of NYSE Amex LLC.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2010                         | 
|Audit Fees         | $ | 358,176                      | 
|Audit Related Fees |   | -                            | 
|Tax Fees           |   | 9,525                        | 
|All Other Fees     |   | 8,256                        | 
|Total              | $ | 375,957                      | 

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Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements as
at December 31, 2010.

The Company and Credit Suisse AG (Credit Suisse) are
parties to a $69 million (US$70 million) Term Loan Financing Facility Agreement
dated February 23, 2011 (the 2011 Facility). In connection with the
2011 Facility, on March 15, 2011, the Company executed a zero-cost-collar hedge
program, consisting of a total of 117,500 ounces of gold spread over a 4 year
term commencing in January 2012. The call option was fixed at US$1,930 per ounce
with the put option at US$1,050 per ounce. As long as gold trades within these
prices there will be no cash cost to the hedge.

CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Companys contractual
obligations as at December 31, 2010:

|                                 |           | Less
      than one |              |              | More
      than 5
|-------------------------------- | --------- | ------------------- | ------------ | ------------ | -----------------
|                                 | Total     | year                | 1 to 3 years | 3 to 5 years | years            
|                                 | (million) | (million)           | (million)    | (million)    | (million)        
|Senior secured notes(1)(2)       | 55.4      | 55.4                | Nil          | Nil          | Nil              
|Finance lease liability(1)(3)    | 8.2       | 7.8                 | 0.4          | Nil          | Nil              
|Operating lease obligations      | 0.4       | 0.2                 | 0.2          | Nil          | Nil              
|Asset retirement obligations(4)  | 7.5       | Nil                 | Nil          | Nil          | 7.5              
|Convertible debentures(5)        | 166.5     | 10.1                | 20.2         | 136.2        | Nil              
|Term loan
      facilities(1)(6) | 80        | 10.4                | 55.5         | 14.1         | Nil              
|Other(7)                         | 2.7       | 0.2                 | 1.9          | 0.2          | 0.4              
|Total                            | $320.7    | $84.1               | $78.2        | $150.5       | $7.9             

7

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Notes:

|1. | Amounts include scheduled interest payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | A total of 41,575 senior secured notes, each in the
      principal amount of US$1,000, remained outstanding on December 31, 2010.
      These notes were subject to interest at 14% per annum and were to mature
      at 120% of principal on December 12, 2011. The notes were guaranteed on a
      joint and several basis by the Companys Nevada subsidiaries and secured
      by their assets. On March 15, 2011, approximately US$52 million of the
      proceeds from the 2011 Facility provided by Credit Suisse were applied to
      fully pay and settle these notes.                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | The principal debt amounts will be repaid in equal
      monthly installments over a period of 12 to 13 months and bear interest at
      rates between 6.5% and 22.4% on outstanding capital. The finance leases
      are collateralized by the leased assets which had a carrying value of $9
      million at December 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The asset retirement obligations are not adjusted for
      inflation and are not discounted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | The convertible debentures mature on November 30, 2014
      and bear interest at the rate of 8% per annum. Interest is payable
      semi-annually in arrears on May 30 and November 30 of each year. The
      debentures are direct senior unsecured obligations of the Company and are
      guaranteed by certain of the Companys subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | 2010 Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In May 2010, the Company closed a $50 million (US$47
      million) term loan facility agreement (the 2010 Facility) with
      Credit Suisse, and subsequently increased the 2010 Facility by $25.7
      million (US$25 million) in August 2010. The 2010 Facility has a maximum
      term of 4 years from date of draw down and will be repaid in 13 quarterly
      consecutive instalments, commencing on May 26, 2011, 12 months after
      initial draw down. The 2010 Facility bears interest at a margin of 4% over
      the USD LIBOR rate. The Company applied the interest rate in effect on
      December 31, 2010 in determining the value of future payments. The Company
      has the option to retire the loan 12 months after draw down at no
      additional cost. The Burnstone project and certain subsidiary guarantees
      serve as security for the 2010 Facility.                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 2011 Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company closed the $69 million (US$70 million) 2011
      Facility with Credit Suisse on March 15, 2011. The 2011 Facility was
      increased from its original principal amount of $59 million (US$60
      million) to $69 million (US$70 million) to maximize leverage from what the
      Companys management considers to be a low-cost facility. The 2011
      Facility has been fully drawn down and has a term of 4 years, is repayable
      in quarterly instalments commencing September 2011, and bears interest at
      a premium of 3.75% over the 3 month US LIBOR rate. It is secured by the
      Companys Nevada assets. The related zero cost collar hedging program was
      to originally consist of a total of approximately 105,000 ounces of gold
      spread over a 4 year term, but has been expanded to cover a total of
      approximately 117,000 ounces of gold in light of the increase in the
      principal amount of the 2011 Facility.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | Other obligations include nominal exploration and environmental
      obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

CODE OF ETHICS

The Company has adopted a Code of Ethics that applies to its
officers, employees and directors and promotes, among other things, honest and
ethical conduct. The code also promotes compliance by the Companys Chief
Executive Officer, Chief Financial Officer and other senior finance staff with
the Sarbanes-Oxley Act of 2002. Investors may view the Companys Code of Ethics
on the Companys web site at www.greatbasingold.com. No substantive amendments were
made to the Companys Code of Ethics during the fiscal year ended December 31,
2010, and no waivers of the Companys Code of Ethics were granted to any
principal officer of the Company or any person performing similar functions
during the fiscal year ended December 31, 2010.

8

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NYSE AMEX LLC CORPORATE GOVERNANCE

The Companys common shares are listed for trading on the NYSE
Amex Equities exchange (NYSE Amex). Section 110 of the NYSE Amex
Company Guide permits NYSE Amex LLC, as the responsible self-regulatory
organization, to consider the laws, customs and practices of foreign issuers in
relaxing certain NYSE Amex LLC listing criteria, and to grant exemptions from
NYSE Amex LLC listing criteria based on these considerations. A company seeking
relief under these provisions is required to provide written certification from
independent local counsel that the non-complying practice is not prohibited by
home country law. A description of the significant ways in which the Companys
governance practices differ from those followed by domestic companies pursuant
to NYSE Amex LLC standards is contained on the Companys website at www.greatbasingold.com.

Upon listing, the Company received an exemption from its quorum
requirements. Under the NYSE Amex LLC listing standards, the quorum requirements
is a minimum of one third of shareholders entitled to vote for U.S. domestic
companies. The Company does not meet this requirement and has been granted
relief from this listing standard.

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

UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

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

9

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SIGNATURES

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

|Date: March 28, 2011 | GREAT BASIN GOLD LTD.
|-------------------- | ---------------------
|                     |                      
|                     |                      
|                     |                      
|                     | By:                  
|                     |                      
|                     |                      

10

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                       
|99.1    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.2    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
        Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.3    | Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                      
|        |                                                                                                                                                                                                                                                                                                       
|99.4    | Certification
        of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002                                                                                      
|        |                                                                                                                                                                                                                                                                                                       
|99.5    | Annual
        Information Form of the Company for the year ended December 31, 2010                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                       
|99.6    | Audited
        consolidated balance sheets as at December 31, 2010 and 2009 and consolidated
        statements of operations, deficit, and cash flows for the years then ended,
        including the notes thereto and reports of our independent registered
        public accounting firm thereon
|        |                                                                                                                                                                                                                                                                                                       
|99.7    | Managements
        discussion and analysis of financial condition and results of operations
        for the year ended December 31, 2010                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                       
|99.8    | Consent
        of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                       
|99.9    | Consent
        of Johan Oelofse, Pr. Eng.                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                       
|99.10   | Consent
        of Phil Bentley, Pr. Sci. Nat.                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                       
|99.11   | Consent
        of Frederik J. de Bruin of Deswik Mining Consultants (Pty) Ltd.                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                       
|99.12   | Consent
        of Daniel van Heerden of Minxcon (Pty) Ltd.                                                                                                                                                                                                                                           

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