---



(Great Basin Gold or the Company)





ANNUAL INFORMATION FORMfor the year ended
December 31, 2009







This Annual Information Form (AIF) is as of March 27, 2010

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| |  2  | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

|ITEM
      2.      
      TABLE OF CONTENTS
|-------------------------------------------

|               |                                                                                                          | Page
|-------------- | -------------------------------------------------------------------------------------------------------- | ----
|               |                                                                                                          |     
|ITEM
      2.  | TABLE
      OF CONTENTS                                                                                  | 2   
|               |                                                                                                          |     
|ITEM
      3.  | CORPORATE
      STRUCTURE                                                                                | 8   
|               |                                                                                                          |     
|ITEM
      4.  | GENERAL
      DEVELOPMENT OF THE BUSINESS                                                                | 11  
|               |                                                                                                          |     
|ITEM
      5.  | DESCRIPTION
      OF BUSINESS                                                                            | 11  
|               |                                                                                                          |     
|ITEM
      6.  | DIVIDENDS                                                                                                | 73  
|               |                                                                                                          |     
|ITEM
      7.  | DESCRIPTION
      OF CAPITAL STRUCTURE                                                                   | 73  
|               |                                                                                                          |     
|ITEM
      8.  | MARKET
      FOR SECURITIES                                                                              | 75  
|               |                                                                                                          |     
|ITEM
      9.  | ESCROWED
      SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER                 | 76  
|               |                                                                                                          |     
|ITEM
      10. | DIRECTORS
      AND OFFICERS                                                                             | 76  
|               |                                                                                                          |     
|ITEM
      11. | PROMOTERS                                                                                                | 85  
|               |                                                                                                          |     
|ITEM
      12. | LEGAL
      PROCEEDINGS                                                                                  | 85  
|               |                                                                                                          |     
|ITEM
      13. | INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                                         | 86  
|               |                                                                                                          |     
|ITEM
      14. | TRANSFER
      AGENT AND REGISTRAR                                                                       | 86  
|               |                                                                                                          |     
|ITEM
      15. | MATERIAL
      CONTRACTS                                                                                 | 86  
|               |                                                                                                          |     
|ITEM
      16. | INTERESTS
      OF EXPERTS                                                                               | 87  
|               |                                                                                                          |     
|ITEM
      17. | ADDITIONAL
      INFORMATION                                                                             | 88  
|               |                                                                                                          |     
|ITEM
      18. | DISCLOSURE
      FOR COMPANIES NOT SENDING INFORMATION CIRCULARS                                         | 88  
|               |                                                                                                          |     
|ITEM
      19. | CONTROLS
      AND PROCEDURES                                                                            | 88  
|               |                                                                                                          |     
|ITEM
      20. | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS                                    | 89  
|               |                                                                                                          |     
|ITEM
      21. | OFF
      BALANCE SHEET ARRANGEMENTS                                                                     | 91  
|               |                                                                                                          |     
|ITEM
      22. | TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS                                                      | 92  
|               |                                                                                                          |     
|               | BELOW
      IS A TABULAR DISCLOSURE OF THE COMPANYS CONTRACTUAL OBLIGATIONS AS AT
      MARCH 17, 2010: | 92  

|Figures                                                      |   
|------------------------------------------------------------ | --
|Figure
      1: Location of Burnstone Property               | 13
|Figure
      2: General Vertical Shaft Arrangement           | 23
|Figure
      3: Schematic depiction of 40 level development  | 24
|Figure
      4: Schematic depiction of 41 level development  | 24
|Figure
      5: Graphic Depiction of the Metallurgical Plant | 25
|Figure
      6: Hollister Property Location                  | 31
|Figure
      7: Hollister Property and Carlin Trend          | 35

|Tables          |                                                                                               |   
|--------------- | --------------------------------------------------------------------------------------------- | --
|Table
      1:  | Drilling
      conducted by Great Basin Gold  Burnstone Property                             | 17
|Table
      2:  | Measured
      and Indicated Mineral Resources as of September 2009  Burnstone Property      | 19
|Table
      3:  | Inferred
      Resources as of September 2009  Burnstone Property                            | 19
|Table
      4:  | Proven
      and Probable Reserves as of February 2009  Burnstone Property                   | 21
|Table
      5:  | Financial
      Analysis Assumptions Burnstone Property                                       | 27
|Table
      6:  | 2009
      LOM Average Cash Cost  Burnstone Property                                         | 27
|Table
      7:  | Capital
      Cost Estimates  Burnstone Property                                             | 28
|Table
      8:  | LOM
      Capital Cost Estimates  Burnstone Property                                         | 28
|Table
      9:  | Financial
      Analysis  Burnstone Property                                                 | 28
|Table
      10: | Gold
      Price Sensitivity  Burnstone Property                                             | 29
|Table
      11: | Total
      Remaining Costs to Bring Mine into Production  Burnstone Property                | 29
|Table
      12: | 2009
      Drilling at HDB                                                                    | 37
|Table
      13: | Summary
      of Metallurgical Recoveries from Bulk Samples (2008)  Hollister
      Property | 38
|Table
      14: | Measured
      and Indicated Resources as of November 2009  HDB                              | 40
|Table
      15: | Inferred
      Resources as of November 2009 HDB                                             | 41
|Table
      16: | Total
      Vein Intercepts Hollister 2009                                                    | 42
|Table
      17: | Proven
      and Probable Reserves as of November 2009  HDB                                  | 42
|Table
      18: | Financial
      Analysis Assumptions  Hollister Property                                     | 45
|Table
      19: | Capital
      Cost Estimates  Hollister Property                                             | 46
|Table
      20: | Cash
      Cost Estimates  Hollister Property                                                | 46
|Table
      21: | Table
      21: Total Cost Estimates  Hollister Property                                     | 46
|Table
      22: | Financial
      Analysis  Hollister Property                                                 | 47
|Table
      23: | Sensitivity
      Analysis Using Different Au Cut-Off Grades  Hollister Property             | 47
|Table
      24: | Sensitivity
      Analysis Using Different Gold Prices  Hollister Property                   | 47
|Table
      25: | Imweru
      Mineral Resource                                                                 | 52
|Table
      26: | Lubando
      Mineral Resource                                                                | 52
|Table
      27: | Nkuluwisi
      Mineral Resource                                                              | 53
|Table
      28: | Kurils
      Mineral Resource                                                                 | 56
|Table
      29: | Share
      Capital Structure                                                                 | 74
|Table
      30: | Great
      Basin Gold Trading Prices                                                         | 75
|Table
      31: | Directors                                                                                     | 77
|Table
      32: | Board
      Committees                                                                        | 78
|Table
      33: | Principal
      Accountant Fees                                                               | 90
|Table
      34: | Payments
      Due by Period                                                                  | 92

---

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

PRELIMINARY NOTES

|This
      AIF includes certain statements that may be deemed forward-looking
      statements and forward looking information. This AIF will be the basis of
      certain United States securities filings. Accordingly we advise that these
      forward-looking statements constitute forward-looking statements within
      the meaning of Section 27A of the Securities Act of 1933and
      Section 21E of the Securities Exchange Act of 1934.All
      statements in this AIF, other than statements of historical facts, that
      address future production, reserve potential, exploration drilling,
      exploitation activities and events or developments that the Company
      expects to take place in the future are forward-looking statements or
      information. Although the Company believes the expectations expressed in
      such forward-looking statements or information are based on reasonable
      assumptions, such statements or information are not guarantees of future
      performance and actual results or developments may differ materially from
      those in the forward- looking statements or information. Factors that
      could cause actual results to differ materially from those in
      forward-looking statements include market prices for gold and silver,
      exploitation and exploration successes, continued availability of capital
      and financing and general economic, market, business, or governmental
      conditions. Investors are cautioned that any such statements are not
      guarantees of future performance and those actual results or developments
      may differ materially from those projected in the forward-looking
      statements or information.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Incorporation of Continuous Disclosure Documents by
Reference

In
this AIF, the Company, we, us, GBG or Great Basin Gold refers to Great
Basin Gold Ltd. and all its subsidiaries together unless the context otherwise
clearly requires.

See
also our audited consolidated financial statements for the fiscal years ended
December 31, 2008, and 2009 together with the auditors reports thereon, interim
consolidated financial statements, reconciliations to US generally accepted
accounting principles, proxy circulars, news releases and other continuous
disclosure documents. These documents are available for review on the SEDAR
website located at www.sedar.com. All
financial information in this AIF is prepared in accordance with Canadian
generally accepted accounting principles.

The foregoing documents have been filed publicly by Great Basin Gold, paper copies of which are available on request from the offices of Great Basin Gold or on the SEDAR website indicated above.

Currency and Metric Equivalents

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

Conversion
of metric units into imperial equivalents is as follows:

|Metric Units | Multiply
        by | Imperial Units          
|------------ | ------------------- | ------------------------
|hectares     | 2.471               | = acres                 
|metres       | 3.281               | = feet                  
|kilometres   | 0.621               | = miles (5,280 feet)    
|grams        | 0.032               | = troy ounces           
|tonnes       | 1.102               | = short tons (2,000 lbs)
|grams/tonne  | 0.029               | = troy ounces/ton       

---

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

Currency
  conversions used herein are based on December 31, 2009, published by the Bank
  of Canada as follows: $1 US = $1.05 CDN.

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

|                              | Years Ended December 31
|----------------------------- | -----------------------
|2009                          | 2008                   
|Rate at end of
      period   | 0.9515                 
|Average rate for
      period | 0.8760                 
|High for period               | 0.9716                 
|Low for period                | 0.7692                 

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

|                              | Years Ended December 31
|----------------------------- | -----------------------
|2009                          | 2008                   
|Rate at end of
      period   | 0.1355                 
|Average rate for
      period | 0.1218                 
|High for period               | 0.1378                 
|Low for period                | 0.0939                 

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

|                              | Years Ended December 31
|----------------------------- | -----------------------
|2009                          | 2008                   
|Rate at end of
      period   | 0.1418                 
|Average rate for
      period | 0.1362                 
|High for period               | 0.1502                 
|Low for period                | 0.1195                 

---

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

GLOSSARY

In this AIF the following terms have the meanings set forth
herein:

|2009 Burnstone        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Report                | a technical report entitled Revised Technical Report
      Update on the September 2009 Mineral Resource Estimate for the Burnstone
      Gold Project dated effective October 21, 2009, as amended November 9,
      2009, prepared by Deon van der Heever, Pr. Sci. Nat., GeoLogix Mineral
      Resource Consultants (Pty) Ltd., Johan G. Oelofse, Pr. Eng., FSAIMM and
      Philip N. Bentley, Pr. Sci. Nat., filed on SEDAR on November 10, 2009.                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2009 Hollister Report | a technical report entitled Revised Technical Report on
      the June 2009 Update of the Mineral Resource Estimate for Hollister Gold
      Mine dated effective June 17, 2009, as amended October 30, 2009, prepared
      by Stephen J. Godden, FIMMM, C. Eng., S. Godden & Associates Ltd.,
      Gideon Johannes (Deon) van der Heever, Pri. Sci. Nat., Johannes G.Oelofse,
      Pr. Eng., FSAIMM and Philip N. Bentley, Pr. Sci. Nat., filed on SEDAR on
      November 3, 2009.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Au Eq                 | the combined grade of gold, silver and other metals
      expressed as a gold equivalent.                                                                                                                                                                                                                                                                                                                                                                                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|BEE                   | Black Economic Empowerment, a reference to South African
      legislative initiatives designed to help redress past injustices to
      historically disadvantaged persons.                                                                                                                                                                                                                                                                                                             
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|cmg/t                 | centimetre grams per tonne (this is a measure of gold
      content).                                                                                                                                                                                                                                                                                                                                                                                                                    
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|DMR                   | Department of Mineral Resources (Previously the
      Department of Minerals and Energy) of the RSA.                                                                                                                                                                                                                                                                                                                                                                                     
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Epithermal Deposit    | a type of deposit formed at low temperature (50-200oC), usually within one kilometer of the earths surface, often as
      structurally controlled veins.                                                                                                                                                                                                                                                                                                                               
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Ga                    | billion years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|g/t                   | grams per ton.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|HDB                   | Hollister Development Block, a portion of the Hollister
      property in Nevada.                                                                                                                                                                                                                                                                                                                                                                                                        
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|HDSA                  | Historically disadvantaged South African, a category of
      person intended to benefit from BEE laws.                                                                                                                                                                                                                                                                                                                                                                                  
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|HVC                   | Hecla Ventures Corp. The Company purchased HVC and hence
      HVCs 50% earn-in right into the HDB in 2007.                                                                                                                                                                                                                                                                                                                                                                             
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|I-Drift               | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|IRR                   | internal rate of return, the discount rate that would
      have to be applied to the projected future cash flows from an asset to
      make the net present value of the asset worth zero.                                                                                                                                                                                                                                                                                             
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|JSE                   | Johannesburg Stock Exchange or JSE Ltd, one of the three
      stock exchanges on which our common shares are listed.                                                                                                                                                                                                                                                                                                                                                                    

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

|LOM                                             | life of mine.                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Ma                                              | million years.                                                                                                                                                                                                                                                                                                                                              
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Mineral Symbols                                 | mineral symbols which may be used herein are:                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|                                                | Au  Gold; Cu  Copper; Pb  Lead; Ag  Silver; Zn 
      Zinc; Mo  Molybdenum; Sb  Antimony; Se  Selenium; As  Arsenic; Hg 
      Mercury.                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|MPRDA                                           | Mineral and Petroleum Resources Development Act, 2002
      (RSA).                                                                                                                                                                                                                                                                                          
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NI 43-101                                       | National Instrument 43-101, the national securities law
      instrument in Canada respecting standards of disclosure for mineral
      projects.                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NPV                                             | net present value, the current value of the discounted
      projected future cash flows from an asset at an assumed % discount rate
      and a form of proxy value for the asset.                                                                                                                                                                         
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NYSE Amex                                       | New York Stock Exchange Amex (formerly American Stock
      Exchange), one of the three stock exchanges on which our common shares are
      listed.                                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|oz/ton                                          | troy ounces per ton.                                                                                                                                                                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Paleoplacer or Witwatersrand Gold
      Deposit | an ancient surficial deposit that was formed by
      mechanical concentration of heavy mineral particles, such as gold, from
      weathered debris which has since been covered by younger rocks and is no
      longer visible on surface. The Witwatersrand Basin in South Africa hosts
      the most well known examples of this type of gold deposit.
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|RSA                                             | Republic of South Africa.                                                                                                                                                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|SEC                                             | Securities and Exchange Commission of the United States.                                                                                                                                                                                                                                                                                                    
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Sulphide                                        | a compound of sulphur with another element, typically a
      metallic element or compound.                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ton (imperial)                                  | 2,000 pounds.                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|tonne or t (metric)                           | 1.102 tons.                                                                                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|TSX                                             | Toronto Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                       
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ZAR                                             | South African Rand.                                                                                                                                                                                                                                                                                                                                         

---

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

Resource Category (Classification) Definitions

The
discussion of mineral deposit classifications in this AIF adheres to the mineral
resource and mineral reserve definitions and classification criteria published
by the Canadian Institute of Mining and Metallurgy in 2005. Estimated mineral
resources fall into two broad categories dependent on whether the economic
viability of them has been established and these are namely resources
(economic viability not established) and mineral reserves (viable economic
production is feasible). Resources are sub-divided into categories depending on
the confidence level of the estimate based on level of detail of sampling and
geological understanding of the deposit. The categories, from lowest confidence
to highest confidence, are inferred resource, indicated resource and measured
resource. Reserves are similarly sub-divided by order of confidence into
probable (lowest) and proven (highest). These classifications can be more
particularly described as follows:

A
Mineral Resource is a concentration or occurrence of diamonds, natural
solid inorganic material, or natural solid fossilized organic material including
base and precious metals, coal, and industrial minerals in or on the Earths
crust in such form and quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge.

An
Inferred Mineral Resource is that part of a Mineral Resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.

An
Indicated Mineral Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape and physical characteristics can be
estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.

A
Measured Mineral Resource is that part of a Mineral Resource for which
quantity, grade or quality, densities, shape, and physical characteristics are
so well established that they can be estimated with confidence sufficient to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration, sampling
and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced
closely enough to confirm both geological and grade continuity.

A
Mineral Reserve is the economically mineable part of a Measured or
Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the time
of reporting, that economic extraction can be justified. A Mineral Reserve
includes diluting materials and allowances for losses that may occur when the
material is mined.

A
Probable Mineral Reserve is the economically mineable part of an
Indicated and, in some circumstances, a Measured Mineral Resource demonstrated
by at least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified. The US Securities and Exchange Commission require permits in hand
or imminent to classify mineralized material as reserves.

---

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

A
Proven Mineral Reserve is the economically mineable part of a Measured
Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This
Study must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting,
that economic extraction is justified. The US Securities and Exchange Commission
requires permits to be in-hand or imminent to classify mineralized material as
(ore) reserves.

ITEM 3.        CORPORATE
  STRUCTURE

Name, Address and Incorporation

We
were incorporated under the name Sentinel Resources Ltd. on March 19, 1986 under
the laws of the province of British Columbia, Canada. From that date through
1997 we underwent various mergers and acquisitions and became Great Basin Gold
Ltd. with our final merger on December 31, 1997. We continue to be governed by
the laws of British Columbia, especially the Business Corporations Act (BC), but
are also subject to corporate and securities laws in South Africa and securities
laws in the United States. The below noted subsidiaries will be subject to the
corporate laws of their jurisdiction of incorporation. Our registered office is
located at Suite 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N6,
and our operational head office is located at 138 West Street, Sandton, 2146,
South Africa.

Incorporate Relationship

We
operate directly and through our subsidiaries as follows:

|Great
        Basin Gold Ltd Corporate Structure - 2009
|-------------------------------------------------------
|Name of Subsidiary                                     
|Great Basin Gold
        Inc.                          
|Rodeo Creek Gold
        Inc.                          
|Antler Peak Gold
        Inc.                          
|Hollister Venture
        Corp.                        
|Touchstone Resources Company                           
|N5C Resources Inc.                                     
|N6C Resources Inc.                                     
|Southgold Exploration
        (Pty) Ltd                
|Puma Gold (Pty) Ltd                                    

---

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

|Great
        Basin Gold Ltd Corporate Structure - 2009
|-------------------------------------------------------
|Name of Subsidiary                                     
|Great Basin Gold
        RSA (Pty) Ltd                 
|GBG Rusaf Gold Ltd                                     
|Boulder Investments
        Ltd                        
|Kurils Holdings
        Ltd                            
|Franklyn Ltd                                           
|Goldtone Ltd                                           
|Graceholm Finance
        Ltd                          
|Shield Resources Ltd                                   
|Kurils Project Holdings Ltd                            
|Kurils Resources
        LLC                           
|Reef Miners Ltd                                        
|Premier Resources
        Ltd                          
|Protocol Exploration Ltd                               

---

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

GBG GroupStructure



---

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

ITEM 4.       
  GENERAL DEVELOPMENT OF THE BUSINESS

History

Great
Basin Gold is a pre-production mining company engaged in the acquisition,
exploration and development of precious metal deposits. The Company currently
has two material projects, both of which are at the test-mining stage, namely
(a) the Hollister gold project, acquired in 1997, and which is located on the
Carlin Trend goldfield in Nevada, USA (the Hollister Property) and (b) the
Burnstone gold project, acquired in 2002, and which is located in the
Witwatersrand Basin goldfields in South Africa (the Burnstone Property).

Updated
technical reports were filed for both the Hollister Property and the Burnstone
Property in November 2009, which are available at Great Basins profile at
www.sedar.com.

At
the Hollister Property, an underground exploration and development program is
underway to conduct test mining and to obtain bulk samples to help confirm
feasibility analysis done in 2007, which analysis has been updated in 2009. At
the Burnstone Property, an initial feasibility study was completed in 2006,
followed by an optimized feasibility study that was completed in 2007, which
analysis has been updated in October 2009. The development of an access decline,
surface infrastructure and vertical shaft is now nearing completion.

The
Company is also conducting early stage exploration on a number of other
prospects, primarily in Africa. However, the Company does not consider these
properties to be material as they do not have any significant resources
identified to date and, accordingly, the properties have not been the subject of
any technical reports. A second Nevada property called Esmeralda was acquired
in December 2008, for US$2 million and the assumption of the existing
environmental bond, primarily for its ore processing facility (Esmeralda Mill)
which the Company has been refurbishing (see Hollister Property, Nevada and its
Hollister Development Block - Milling). The Company has not prepared a
technical report in respect of the Esmeralda Property, as it is not considered
material and no significant exploration work is currently budgeted for it.

We
currently do not have any commercial mining operations. Revenues generated
during 2009 are attributable to gold and ore sales from the ore extracted during
the trial mining activities conducted at the Hollister Property. Our operations
consist of exploration, pre-development and test-mining at our two principal
mineral projects.

Significant Acquisitions

The
Company did not acquire or dispose of any material properties during 2009.

ITEM 5.       
DESCRIPTION OF BUSINESS

General

We
are engaged in the business of acquiring ownership of or interests in, exploring
and, where warranted, developing precious metals deposits. For the past four
years we have focused on two primary projects: (a) the Hollister Property on the
Carlin Trend in Nevada, USA, where feasibility work was completed in 2007 and
updated in 2009 on a portion of the property called the Hollister Development
Block (HDB), and where an underground exploration and development program is
underway, and (b) the Burnstone Property in the Witwatersrand Basin goldfield in
South Africa, for which an initial area feasibility study was completed in 2006,
followed by an optimized feasibility study in 2007,and updated in 2009. A New
Order Mining Right under the MPRDA was awarded for the Burnstone Property in
October 2008, which allows the Company to mine gold, silver, and
aggregate. The development of a full scale underground mine is currently
underway and projected to be in commercial operation by July, 2010.

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

In
addition to our two primary projects, we hold interests in early stage mineral
prospects known as the Tsetsera Property in Mozambique and properties in
Tanzania and Iturup (part of the Kurils Islands in the Russian Federation).

Burnstone Property, South Africa

Unless
stated otherwise, information of a technical or scientific nature related to the
Burnstone Property contained in this AIF is summarized or extracted from a
technical report entitled Revised Technical Report Update on the September 2009
Mineral Resource Estimate for the Burnstone Gold Project dated effective
October 21, 2009, as amended November 9, 2009, prepared by Deon van der Heever,
Pr. Sci. Nat., GeoLogix Mineral Resource Consultants (Pty) Ltd., Johan G.
Oelofse, Pr. Eng., FSAIMM and Philip N. Bentley, Pr. Sci. Nat., filed on and
filed on Great Basins profile on SEDAR at www.sedar.com on November 10, 2009. Messrs. Oelofse and
Bentley are employees of Great Basin and Mr. van der Heever is independent of
the Company.

|All information relating to the contents of the 2009
      Burnstone Report, including but not limited to statements of the Burnstone
      Propertys potential and information such as capital and operating costs,
      production summary, and financial analysis are forward looking statements.
      The 2009 Burnstone Report was prepared to update the 2008 Burnstone
      mineral resource estimate. The following are the principal risk
      factors and uncertainties which, in managements opinion, are likely to
      most directly affect the ultimate feasibility of the Burnstone Property.
  The mineralized material at the Burnstone Property is currently classified as a measured and indicated resource, and a portion of it qualifies under Canadian and US mining disclosure standards as a proven and probable reserve. The Company advises investors that while the terms 'measured and indicated resources' are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. Investors are cautioned not to assume that all of mineral deposits in the measured and indicated categories will ever be converted into reserves. 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. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, these could be materially different from those contained in the 2009 Burnstone Report.  There can be no assurance that these infrastructure facilities can be developed on a timely and cost-effective basis.  Energy risks include the potential for significant increases in the cost of fuel and electricity.  The 2009 Burnstone Report assumes specified, long-term prices levels for gold.  The price of this metal is historically volatile, and the Company has no control of or influence on its price which is determined in international markets.  There can be no assurance that the price of gold will continue at current levels or that it will not decline below the prices assumed in the 2009 Burnstone Report.  Prices for gold have been below the price ranges assumed in 2009 Burnstone Report at times during the past ten years, and for extended periods of time. Other general risks include those ordinary to very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns. South African mining tenure laws require that significant economic ownership in Burnstone be held by historically disadvantaged South Africans (HDSAs) and for which ownership rights the Company may not be significantly compensated. The Company has an agreement with Tranter Gold (Pty) Ltd which represents the required interest by HDSA. The economics of the Burnstone Property are sensitive to the US Dollar and South African Rand exchange rate and this rate has been subject to large fluctuations in the last several years.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  13 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Burnstone Property Description and Location

The
Burnstone Property is located approximately 80 km southeast of Johannesburg,
near the town of Balfour in the Mpumalanga Province of South Africa. (See Figure
1 below) Geologically it is situated in the South Rand Basin of the Witwatersrand
Basin., and comprises mineral rights covering approximately 35,000 hectares
situated on portions of 32 mineral titles known in RSA as farms. Continuing
advanced exploration and pre-development work has been underway at the Burnstone
Property since 2007. The Burnstone Property has progressed from an advanced
stage exploration property through to the feasibility study level, and is
currently in the mid stage construction phase with a decline to the reef and
vertical shaft nearing completion.

Gold occurs within the Kimberley Reef, a gold-bearing
conglomerate unit that is one of four main gold-bearing horizons in the
Witwatersrand Basin. The deposit on the Burnstone Property comprises four areas.
Areas 1 and 2 are the most advanced and are now included in the mine plan, and
Areas 1, 2 and 4 are the focus of ongoing exploration drilling. (See Figure 1
below)

Prior
to November 2004, the mineral resources on the Burnstone Property were
partitioned into four areas depending on the amount of drilling and status of
geological interpretation. Mineral resources, selected using the same criteria
applied previously, are now known to occur within most of the previous Areas 1, 2,
3, and 4 which are combined as the Resource Area. Gold mineralization in the
Resource Area is distributed in conglomerate beds over an area of 19 km by 5.8
km. The conglomerate horizon in the measured resource portion of the Resource
Area averages 53 cm in thickness. In addition to the Resource Area, gold-bearing
Kimberley conglomerate has been intersected by exploratory drill holes in areas
outside of the Resource Area on the Burnstone Property.

Figure 1: Location of Burnstone Property



Source: Great Basin

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

The
Burnstone Property titles included in the mining right are 100% held through a
subsidiary and are held royalty-free except for an estimated 4% royalty on
refined gold payable to the government of SA as provided for in the Mineral and
Petroleum Resources Royalty Act (the Royalty Act). The Royalty Act came into
force on March 1, 2010 and provides for the payment of a royalty on gross sales
of gold on a bi-annual basis. The royalty percentage is calculated on a
prescribed formula being applied to earnings before interest and tax of the
Burnstone project and management has estimated the royalty payable to be 4%.
Great Basin Gold has secured, by way of purchase agreements, the required
surface rights for the mine plan at the Burnstone Property.

In
2007, Great Basin Gold completed a series of transactions whereby, in order to
achieve compliance with South Africas BEE legislation that required Great Basin
Gold to achieve a target of 26% ownership in the Companys South African
projects by HDSAs by 2014, Tranter Burnstone (Proprietary) Ltd, a BEE
corporation, became the owner of 19,938,650 new Common Shares in Great Basin
Gold. This was deemed equivalent to the 26% in the Burnstone Property as
required by the MPRDA and the Mining Charter. There is an agreed lock-up period
of at least 3 years during which the Common Shares owned by Tranter cannot be
traded. As of the date of filing of this AIF, Tranter owns approximately 6% of
the issued share capital of Great Basin Gold. The purchase consideration paid by
Tranter Burnstone was US$38 million which was borrowed from South African banks
and the transaction also effectively settled a net smelter royalty that Gold
Fields held over the Burnstone Property. As part of the contribution to
Tranters acquisition of the 19.9 million common shares, Great Basin Gold
guaranteed interest on the $38 million loan in the amount of ZAR80 million ($11
million) and further provided a ZAR32 million ($4.3 million) deposit to help
secure the loan when its collateral value declined in 2008. Great Basin Gold
will seek recovery of the deposit if its share price recovers to the $2 range.

By
concluding this transaction with Tranter Burnstone, Great Basin Gold complied
with the MPRDA and was able to submit its application for a Mining Right in the
name of Southgold over the Burnstone Property to the DMR in September 2007.
During October 28, 2008 the DMR granted a Mining Right to Southgold to mine
gold, silver and aggregate at the Burnstone Property. The Mining Right was
notarially executed by the DMR and the Company effective February 17, 2009 for a
period of 18 years.

On
March 10, 2008, Great Basin Gold announced that the DMR had approved an amended
Environmental Management Plan for the sinking of the vertical shaft at the
Burnstone Property. This development was needed to remain in compliance with
safety regulations by the establishment of a second outlet for the bulk sample
project currently in development. Simultaneously with the execution of the
mining right, the Environmental Management Plan for Area 1 was approved by the
DMR.

In
addition, the mandatory Environmental Impact Assessment (EIA) for Area 2 has
commenced. The Company expects that this will be completed by September 2010,
after which the Company will seek approval for access to mine Area 2 of the
Burnstone Property.

The
majority of the Burnstone Property area is currently under active agricultural
farming and grazing and as such has no known existing material environmental
liabilities that could impact the project.

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

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The
Burnstone Property is accessed from the main Johannesburg to Durban highway via
the Heidelberg South highway at the Balfour exit. The town of Balfour is located
approximately 18 km east of the Durban highway. From the municipality of Balfour
the Burnstone Property is accessible via a network of unpaved roads,
approximately 6.5 km east of the town of Balfour. The adjacent town of Balfour
and the surrounding Dipaleseng municipality have a population of
about 37,000 people and an employable population of about 14,000, however the
majority of the district population have low skill levels.

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

The
Burnstone Property is situated in a physiographic region known as the South
African Highveld, lying at an altitude of 1,670 m (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 and can be accompanied by substantial
lightning and hailstorms. The Balfour area has been intensively farmed for corn
and hay for nearly 100 years, consequently there is very little indigenous
vegetation remaining in the area of the property.

The
Burnstone Property is crossed by national Eskom grid power lines, two gas
pipelines and by two rail lines, one being the main Johannesburg to Durban trunk
line. There are three rail sidings on the Burnstone Property. The Balfour
municipal water supply from the Haarhoff dam has excess pipeline capacity,
sufficient to service the mine and mills potable water needs and the initial
construction needs.

Raw
water for the long term operation of the mine/mill can be obtained from the Vaal
River Eastern Sub-System Augmentation Pipeline project which was commissioned
during 2008. Currently, indications exist that sufficient make-up water could be
available from underground sources. Therefore, the Company has determined not to
establish a raw water supply infrastructure at the present time.

An
independent rock quarry producing crushed stone is also located on the surface
lands in the southwest portion of the Burnstone Property. The stone quarry is
sufficiently distant so it will not interfere with the Burnstone Property
development, nor will development of the Burnstone Property negatively impact
quarrying operations.

History

Gold
was first discovered in the South Rand area in 1887, leading to the
establishment of a number of small mines and prospects that operated,
intermittently, from 1892 to 1962. The Heidelberg-Roodepoort Mine was the
largest single historical producer in the area. The Kimberley Reef was well
developed in the Heidelberg-Roodepoort Mine, and gold mineralization was
consistent making extraction viable over the full mine lease area. Operations
were eventually terminated in 1942 when mining encountered a fault at a depth of
300 m that vertically displaced the Reef. The displaced portion was later mined
from the Kildare Gold Mine property.

Exploration
drilling in the Burnstone Property area was conducted intermittently during the
period 1974 to 1993; initially by Union Corporation Ltd., and later by Gencor.
Anglovaal Ltd (presently known as Avgold Ltd) also drilled a number of holes
during this period. Southgold Exploration (Pty) Ltd (Southgold), a privately
owned resource company drilled three boreholes, during the late 1990s and early
2000, and drilled an additional 15 boreholes from May to July 2002. Southgold
then commissioned Global Geo Services to geologically model the deposit and
estimate a resource contained in an area that approximates the now called Area 1
gold deposit on the Burnstone Property.

In
November 2002, Great Basin Gold entered into an option agreement with Southgold,
to purchase up to 100% of Southgold on a phased basis. Southgold hence became a
wholly owned subsidiary of Great Basin Gold. At the time the Company signed the
option agreement with Southgold, the Burnstone Property encompassed 26,470
hectares. Since then, Southgold and Great Basin Gold have actively secured
additional land holdings in the area, and have divested their interest in lands
of little geological merit. As a result, the Burnstone Property now encompasses
approximately 35,000 hectares.

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

In
addition, mineral rights to 4% of the measured and indicated mineral resources
on the Burnstone Property were previously held by Puma Gold Ltd (Puma),
however, in July 2008 the Company acquired the entire shareholding of Puma for
US$ 6million, thereby securing the entire resource.

Geology

The
Witwatersrand Basin is underlain by an Archaean (>3.1 Ga) granite-greenstone
basement and rocks of the 3,086  3,074 Ma Dominion Group, and is unconformably
overlain by the Ventersdorp (2.7 Ga), Transvaal (2.6 Ga) and Karoo (280 Ma)
Supergroups. Prior to 1990, it was widely believed that the Archean granites
represented the floor upon which the sediments had been deposited. However,
recent U-Pb isotope dates of granites adjacent to the Basin indicate that
several intrusions were emplaced between 3,074 and 2,714 Ma and that each event
might have predated sedimentation in the basin.

The
Witwatersrand deposits probably represent gold concentrations, called placer
deposits (or reefs, in local mining terminology), hosted within coarse-grained
sediments (conglomerates) deposited in braided stream channels on broad river
plains. Economic gold concentrations commonly extend for several km down the
dip, and for up to 50 km (30 mi) along strike of the sedimentary rock units.
Gold occurs as detrital grains in nugget-like shapes and secondary
(re-crystallized) grains, ranging in size between 0.005 and 0.5 mm diameter.

The
Witwatersrand Basin has been affected by several structural events. Many studies
now differentiate between deformation that was taking place during deposition of
the Witwatersrand sediments and subsequent deformation. Deformation that
occurred during the deposition of the sediments played a key role in the
distribution and thickness of the host rocks as well as the occurrence of the
gold-bearing reefs. Later faulting and buckling of the sequence determined which
parts of the basin remained buried, and the depths to mineable horizons.

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

An
18-km (11-mi) long northwest-southeast gold trend has been outlined on the
Burnstone Property that appears to be associated with a large, ancient, braided
channel system extending over the property. Drilling has also shown that two
northwest-southeast trending sub-parallel faults, spaced four km apart, have
uplifted the central portion of the gold corridor. As a result, a substantial
portion of the gold-bearing horizon along the main deposit trend lies between
250 and 750 m (820-2,640 ft) in depth, which is relatively shallow for
Witwatersrand gold deposits. The average thickness of the reef is 35 cm.

Exploration and Mineralization

The
Company has carried out a series of drilling programs on the Burnstone Property
since January 2003, as summarized in Table 1 below.

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

Table 1: Drilling Conducted by Great Basin Gold  Burnstone
Property

|Period                        | Target Area                                                                                                                                                                                                                                                               | Comments                                                                                                                                                                                                                                                                                                     
|----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|January 2003 to November 2004 | Areas 1, 2, 3, and 4                                                                                                                                                                                                                                                      | Basis of initial Mineral Resource
      Estimate, January 2005.                                                                                                                                                                                                                                              
|March 2005 to August 2006     | Focused on exploring the other potential areas
      within the greater option area. These areas include the farms Roodepoort
      598IR, Rietfontein 561IR and Rietbult Estates 505IR where the Kimberley
      Reef outcrops and some historic mining were undertaken. | Work included surface mapping,
      drilling some shallow (vertical and incline) core holes, trenching,
      surface and underground sampling and auger sampling over tailings dump
      areas and looked at the Kimberley Reef, and Bird Reef as well as the
    Scattered Reef zone on Roodepoort 598IR.
|August 2006 to January 2007   | Areas 1 and 2                                                                                                                                                                                                                                                             | Basis of Mineral Resource
      Estimate, January 2007.                                                                                                                                                                                                                                                      
|February 2007 to January 2008 | Areas 1, 2 and 4.                                                                                                                                                                                                                                                         | Basis of Mineral Resource
      Estimate, January 2008.                                                                                                                                                                                                                                                      
|January to December 2008      | Areas 1, 3 and 4.                                                                                                                                                                                                                                                         | Mineral Resources in Review.                                                                                                                                                                                                                                                                                 
|January to December 2009      | Areas 1, 3 and 4                                                                                                                                                                                                                                                          | Basis of Mineral Resource
      Estimate September 2009                                                                                                                                                                                                                                                      

The
drilling program from January 2003 to November 2004 was designed, firstly, to
test and better define the deposit in preparation for engineering studies within
Area 1 and, secondly, to extend exploration into the surrounding areas (2, 3 and
4) with the purpose to identify and delineate potential economically viable
areas.

The
ongoing exploration program, comprised of infill and step-out drill holes, is
designed to upgrade and expand the mineral resources in Areas 1, 2 and 4 and
continues to return good results. From August 2006 to January 2007, an
additional 15 drill holes were completed to increase confidence levels in the
Resource Area on the Burnstone Property, particularly Areas 1 and 2. From
February 2007 to January 2008, a total of 23 boreholes were drilled. The
drilling continued to increase confidence levels in Areas 1 and 2 and also
increase the resource base in Area 4. Drilling in Areas 1, 2 and 4 during
February 2007 to January 2008 formed the basis of the January 2008 resource
estimates.

Since
January 2008, a further 31 boreholes were drilled on Areas 1, 3 and 4 which
focused on further delineation of Kimberley Reef in the initial mining areas as
well as testing down dip extensions into Area 4. The drilling has confirmed
further areas of mineralization in Area 1, as well as increased channel
thickness, spreading into Area 4. Surface drilling was curtailed during 2009 in
order to conserve cash. At present the mineral resource estimate is based on a
total of over 350 boreholes.

Sampling and Analysis

At
the Balfour logging facilities, drill core was photographed, geologically logged
and selectively sampled. These facilities have since been relocated to the
Burnstone Property. Sample collection was carried out by personnel of the
independent site contractor GeoActiv. GeoActiv established a detailed protocol to ensure sampling of the primary target Kimberley
Reef rock cores was correctly undertaken and that pertinent sampling information
was recorded for resource analysis studies. Digital photographs were taken of
each box of core and the images were archived on CD-ROM. This protocol is
currently applied, and is in line with acceptable core sampling practices.

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

Core
recovery has generally been very good, averaging 99.7% for the sampled
intervals. In addition to this, 4,250 specific gravity measurements were taken
prior to sampling marked intervals in the Kimberley Reef and surrounding wall
rocks.

As
part of the sampling protocol, the minimum length for reef samples is 10 cm of
core (approximately 250 g). To ensure that the reef intersection is cut into two
equal halves without bias, a cut-line is marked at the low point of the bedding
plane of the base of the reef. This ensures consistent sampling independent of
the presence or absence of visible gold in the core. Depending on the core angle
of the base of the reef intersection (which is recorded), a maximum of 5 cm and
a minimum of 2 cm of the footwall lithology is included in the basal sample of
the reef. Two samples are taken above and below the reef intersection as
follows: (i) hanging wall - (a) sample immediately above reef +/- 30 cm in
length; and (b) uppermost sample +/- 30 cm in length; and foot wall  (a) sample
immediately above reef +/- 30 cm in length; and (b) lowermost sample +/- 30 cm
in length.

Prior
to the core being cut, the Senior Geologist on site reviews the sample marking.
For sampling intervals, the core is broken (not sawn) as marked by the
Geologist, or at suitable intervals for the longer samples. The core samples are
sawn in half lengthwise with a diamond tipped rock saw blade. The remaining half
core is returned to the core boxes and stored at the Balfour facility. To verify
that the core sampling is done correctly, the Geologist and Sampling Foreman
review all reef intersections after the core is sampled. Samples are placed in
bags and sealed with numbered Pull-Tite chain of custody security seals and
stored in Southgolds locked and secured building prior to deliver to the
analytical laboratory.

The
primary analytical facility for the Burnstone Property from 2003-2005 was the
Johannesburg laboratory of SGS Lakefield Research Africa (Pty) Ltd. Since 2006,
ALS Chemex of Johannesburg has been the primary laboratory. Core drilling,
sampling and QA/QC sample insertion program at the Burnstone site and Balfour
core facility has been performed under the supervision of GeoActiv or the
Companys Chief Geologist. This program was designed to assess the accuracy and
precision of the assay results reported by the primary analytical laboratory.
The performance of standard, blank, duplicate, and sieve samples have been
evaluated. The few results that deviated from the accepted tolerance limits were
investigated in detail. In general, QA/QC procedures are thorough, and are
internationally acceptable.

Great
Basin Gold is in the process of upgrading its own quality assurance system, and
is commissioning appropriate software with links to ALS Chemex assay
certificates and the internal database. These analytical and QA/QC procedures
were reviewed by the authors of the 2009 Burnstone Report and they concluded
that QA/QC procedures and the resulting database is appropriate for resource
estimation.

Mineral Resource Estimates

An
updated mineral resource estimate was completed during September 2009. The
update is inclusive of all surface drilling up to July 2009. At a cut-off of 400
cmg/t, the total Measured and Indicated resources have increased by 8% from
approximately 10.9 million ounces to 11.7 million ounces Au.

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

|Cautionary Note to Investors
      Concerning Estimates of Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                 
|This AIF uses the term
      measured resources and indicated resources. The Company advises
      investors that while those terms are recognized and required by Canadian
      regulations, the U.S. Securities and Exchange Commission does not
      recognize them. Investors are cautioned not to assume thatany
      part or all of mineral deposits in these categories will ever be converted
      into reserves.

Table 2: Measured and Indicated Resources Burnstone Report
2009

|Resource Category                 | Cut-offcmg/t | Tonnesmillions | Au Gradeg/t | Contained AuOunces
|--------------------------------- | ------------ | -------------- | ----------- | ------------------
|Measured                          | 350          | 53.1           | 5.64        | 9,617,400         
|400                               | 44.1         | 6.08           | 8,621,300  
|Indicated                         | 350          | 15.3           | 7.27        | 3,574,500         
|400                               | 10.3         | 9.23           | 3,055,200  
|Total Measured and 
    Indicated | 350          | 68.4           | 6.00        | 13,191,900        
|400                               | 54.4         | 6.68           | 11,676,500 

Notes:

|1. | Mineral resources that are not mineral reserves and do
      not have demonstrated economic viability.
|-- | ------------------------------------------------------------------------------------------------------
|2. | Metallurgical recoveries are not applied to resource
      values.                                    

|Cautionary Note to Investors
      Concerning Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|This AIF uses the term
      inferred resources. The Company advises investors that while this term
      is recognized and required by Canadian regulations, the U.S. Securities
      and Exchange Commission does not recognize it. Inferred resources have a
      great amount of uncertainty as to their existence, and as to their
      economic and legal feasibility. It cannot be assumed that all or any part
      of a mineral resource will ever be upgraded to a higher category. Under
      Canadian rules, estimates of Inferred Mineral Resources may not form the
      basis of economic studies, except in rare cases. Investors are
      cautioned not to assume that any part or all of an inferredresource exists, or is economically or legally mineable.

Table 3:Inferred Resources Burnstone Report 2009

|Resource Category | Cut-offcmg/t | Tonnesmillions | Au Gradeg/t | Contained AuOunces
|----------------- | ------------ | -------------- | ----------- | ------------------
|Total Inferred    | 350          | 35.5           | 7.69        | 8,773,500         
|400               | 11.8         | 12.14          | 4,592,100  

The
number of boreholes utilized in the resource estimate totals 296, and inclusive
of all deflections, provides 1,115 Kimberley Reef intersections. The resource
model has benefited from a full database verification and validation exercise,
which has led to information from 59 additional historical and 71 additional new
drill holes being incorporated. Geozones of the area of interest were updated as
part of the basis for the estimation. These zones are delineated by a
combination of variable geological parameters such as channel width, gold grade
and gold accumulation (cmg/t), footwall lithology, and sedimentary facies. The
resource estimate covers a combination of mineral rights within the mining
license area granted in October 2008, as well as mineral and/or prospecting
rights controlled by Great Basin outside this boundary.

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

For
continuity, the mineral resource classification method applied in this update is
consistent with that applied in previous Burnstone mineral resource statements.
A sensitivity analysis of the estimation kriging variances and the minimum
number of informing samples has also been undertaken and assessed. The results
demonstrate no significant or material change to the estimated total Measured
and Indicated resources.

In
addition the Company significantly increased the mineral resources in the
inferred category in the areas adjacent to the mining licensed area. These
rights are held under prospecting permits. Exploration activities will be
extended into these areas for mineral rights maintenance, and as sufficient
drilling has been completed within the mineral lease area.

Mineral Reserves

Mineral
reserves are declared at a cut-off gold content of 400 cmg/t (4 g/t over 100
cm). The portion of the mineral resources that were included in the mine plan
were modified inclusive of mining dilution (minimum stoping width 90 cm with 10
cm dilution, minimum tramming width 120 cm), mining gold losses (10%),
metallurgical recovery (95%) and royalties (4%) to the equivalent of proven and
probable reserves tabulated below. The proven and probable reserves have been
determined in terms of Canadian regulations under NI 43-101.

|Cautionary Note to Investors
      Concerning Reserve Calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The mineral reserve estimates contained in this
      AIF 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 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, under SEC standards, the
      quantity of the mineral reserves reported for the Burnstone property may
      be different than those reported for Canadian purposes.

---

| |  21 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Table 4:Proven and Probable Reserves as of February
  2009(1)

|Category                   | Tonnes (millions) | Grade (g/t) | Au Content (oz)  
|-------------------------- | ----------------- | ----------- | -----------------
|Area 1 Proven Probable     | 20.7 1.9          | 4.59 4.22   | 3,052,000 252,000
|Area 2 Proven Probable     | 6.9 0.5           | 3.32 3.22   | 741,000 51,000   
|Area 1 & 2 Proven Probable | 27.6 2.4          | 4.27 4.01   | 3,793,000 303,000
|Total Proven and Probable  | 30.0              | 4.25        | 4,096,000        

Note:

|(1) | Reserves calculated at a 4 g/t
cut-off.
|--- | ---------------------------------------

Underground drilling

Drilling
totalled 18,427 ft (5,584 m) for the year. The focus continues to be on Block C
delineation and infill evaluation to support the mine plan. The number of
operating rigs increased to four during the year. In addition, a more powerful
LM75 diamond drill rig capable of drilling holes up to 3,300 ft (1,000 m) has
been mobilized which is capable of drilling deeper fan boreholes into Block
C.

Surface drilling

Limited
surface drilling was undertaken in 2009, with some infill drilling for the
initial mine plan area completed during the fourth quarter of 2009. One drill
hole intersected waste, and another intersected 18.46 g/t Au over 60 cm for a
content of 1,108 cmg/t Au. Work programs outside the mining right as well as
investigations of sub-cropping mineralization in four areas are being
reviewed.

Mine Development and Production Build-up

The
first of a two-stage underground access development program began in July 2006.
Development and construction programs are ongoing and at December 31, 2009,
approximately 8,174 ft (2,477 m) of the planned 9,085 ft (2,753 m) of decline
development was completed. The completion of the remaining 881 ft (267 m) to
reach the vertical shaft is scheduled for the second quarter of 2010, in-line
with the completion of the vertical shaft project. Once completed, ore and waste
will be trucked down the decline and hoisted through the vertical shaft which
will have a significant impact on efficiencies and haulage costs because of the
reduced hauling distances. Ore and waste are currently hauled to surface through
the decline.

Since
the first reef intersection, 1,528 ft (463 m) of ore development has been
completed in Block B up to December 31, 2009, exposing in excess of 3,300 ft
(1,000 m) of the Kimberley Reef. Initial reef exposure indicated a competent
hanging wall with chloritoid shale in the foot wall. Stope development in Block
B is underway in-line with the projected production build-up. The breakaway out
of the main decline to Block C has advanced to 736 ft (223 m) at December 31,
2009. This breakaway intersected the Reef on February 4, 2010 and ore
development commenced. To date, over 1,600 channel samples have been taken on
Kimberley Reef exposures, and a more detailed understanding of the geological
controls and sedimentology of the Reef is evolving. Reef exposures indicate
channel widths are significantly increasing towards the south-west (60 -180 cm)
with Au content ranging between 360 - 600 cmg/t.

Development
of the main decline, the breakaway to Block C as well as the ore development in
Block C has been contracted to Grinaker LTA to allow mine management to focus on
the ore development and mining in Block B. Increasing the capacity of
development will positively impact on stopes available for mining later on in
2010.

---

| |  22 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Establishing
adequate ventilation to the planned production and development areas remains a
key objective. The third leg of the ventilation raise in the main decline was
commissioned during the first quarter of 2009. Development of the return airway
(RAW) has advanced to 1,620 ft (491 m). Adequate ventilation is provided
through the RAW and completed ventilation raises for the production build-up in
the first half of 2010. Raiseboring the main ventilation shaft which will
provide adequate ventilation during the first 3 years of mining commenced in the
third quarter of 2009. This 1,013 ft (305 m), 17 ft (5.1 m) diameter ventilation
raise will act as the main air intake for the Blocks B and C mine areas. The
project completion is scheduled for the second quarter of 2010.

Mining method

The
Company has started the first tests of its Long Hole Stoping (LHS) project;
the trials are currently planned to continue for a period of nine to twelve
months. LHS, which involves a higher degree of mechanization, could, if
implemented successfully, result in the mining of fewer ore tons at a higher
recovery grade, with safer and better mining efficiencies. This could favourably
impact the cash cost per ounce measures of the operation. Cash cost per ton
should remain the same. The equipment needed for the trial stoping is already on
site, crews trained and testing of the equipment and its capabilities
successfully completed. Turgis Consulting has been appointed to independently
review the results of the trial stopes to ensure timely and accurate decision
making. In order to maximise the synergies, Blocks B and C will also be
developed with mechanised low profile equipment to increase the rate at which
stoping areas can be opened up; this approach can add flexibility and a smooth
transition to hybrid mining should LHS prove not to be successful.

The
first trial stope, with an area of just over 1,000 m2, has been
completed and the second  trial stope is underway. Accurate drilling and blasting
controls has resulted in a very smooth stable hanging wall and well controlled
stoping width with a good footwall contact on these initial stopes.

Vertical shaft

The
vertical shaft is intended primarily for rock hoisting, but will also be
equipped for the movement of men and equipment. For this purpose, two winders
will be installed. The shaft will be sunk to a depth of 1,600 ft (485 m) at
shaft bottom. On completion, the shaft will have a design hoisting capacity of
220,000 tons per month with 175,000 tons of ore.

---

| |  23 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------



Figure 2: General Vertical Shaft Arrangement

The
contract to sink and equip the vertical shaft was awarded to Grinaker  LTA
Mining, a business unit of Aveng (Africa) Ltd. After completion of a successful
pre-sink stage to 541 ft (164 m) in 2008, the permanent headgear was installed
in the first quarter of 2009 as well as the changeover of temporary sinking
winder arrangements. The main sink stage then commenced during the first quarter
of 2009. Sinking progressed to the 40 level, 1,312 ft (400 m) below collar, in
the third quarter of 2009 where vertical advance was halted while lateral
development was completed. This development included the first of a series of
ore passes and settler dams required to enable utilization of the vertical shaft
for rock hoisting. The main decline will be linked with the shaft infrastructure
on 40 level. (see Figure 2).

---

| |  24 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------



Figure 3: Schematic depiction of 40 level development

The
initial development on 40 level was completed in the fourth quarter of 2009 and
shaft sinking continued to 41 level some 1,460 ft (445 m) below collar. Once
again, vertical advance was halted to complete the lateral development on this
level. This level will contain the bottom end of the settler dam, ore pass and
clearwater dam.



Figure 4: Schematic depiction of 41 level development

On
completion of the critical infrastructure of 40 and 41 levels, development of
the shaft to shaft bottom will be completed, and equipping of the shaft will
commence.

The
refurbishment of the 2 permanent winders continued simultaneously with shaft
sinking. The refurbishment process is 95% complete and delivery of the winders
and related components is planned for March 2010. Construction of the winder
house commenced in November 2009 and was completed in February 2010 in time to
accommodate the installation of the permanent winders. The change over from the
temporary winders is planned to coincide with the commissioning of the shaft.

The
vertical shaft project remains on schedule and within the budget with $36
million being spent up to December 31, 2009 on this project. A further $14
million is forecasted to be spent in 2010 to complete the shaft infrastructure,
related underground development and commissioning.

The
Vertical Shaft Project is expected to be commissioned for rock hoisting during
the second quarter of 2010, with final infrastructure and underground
development to be completed in the second half of 2010.

---

| |  25 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Metallurgical plant

The
metallurgical plant for the Burnstone Mine was designed to Feasibility Study
level by MDM Engineering, and published as part of the final technical report on
the feasibility study. The plant was initially designed for a production rate of
125,000 tonnes per month. This initial design was then increased with a further
50,000 tonnes per month to 175,000 tonnes per month capacity in-line with the
production profile of the mine.

An
ex-works plant, as per the specifications from the feasibility study, was
purchased in 2007 and delivered on site in 2008. The lead times and cost
involved in procuring new mills was the main driver in acquiring this plant.

A
metallurgical update to the June 2007 Optimized Feasibility Study was completed
in the second quarter of 2009. This update included finalizing the Process Flow
Design and Plant Layout for a Carbon-in-Leach process as well as detailed
engineering and design. TWP Engineering (TWP) will be delivering the plant as
they have been contracted in July 2009 to manage an engineering, procurement and
construction management contract on behalf of the Company.



Figure 5: Graphic Depiction of the Metallurgical Plant

The
second hand mills that have been acquired were subjected to non-destructive
testing and technical inspection to determine the level of refurbishment
required. The mills were found to be in a sound condition and the refurbishment
contract was awarded to F.L. Schmidt, the original equipment manufacturer
(OEM) for this particular equipment, during the second quarter of 2009.
Refurbishment is planned to be completed and ready for installation during March
2010. This is timed to coincide with the associated plant construction
phase.

The
plant construction process is well established and on schedule. Site terracing
and early works construction is complete and the foundation excavations and
construction for the mills, building and main storage silo is in process. Two
contractors are on site, one being responsible for the civil construction of the
foundations of the mills, mill building and silo and the other for the earthing
and lightning protection of the metallurgical plant. The civil construction
contractor commenced with site establishment in December 2009. The project
consists of various work packages for modular units that are being fabricated
off-site with assembling and installation scheduled for second quarter of
2010.

---

| |  26 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Cold
commissioning is planned for June 2010 with a ramp up to 120,000 ore tonnes to
be processed in July 2010. The mill will reach an average production rate of
120,000 tonnes for the first 6 months, which will be increased to correspond
with underground production. $20 million has been spent up to December 31, 2009
consisting of purchase and shipment costs of the secondhand plant, design and
engineering costs, refurbishment of the mills and early construction work. A
projected $49 million will be spent during 2010 to complete and commission the
plant. Capital costs on the project are well controlled and in line with the
control budget estimate generated from the final design.

Tailings dam (TSF)

Confirmatory
geotechnical work to support designs and environmental compliance was completed
during 2009. A geophysical investigation for the TSF confirmed that there is no
influence from regional fault structures. The storage characteristics and
deposition method for the TSF was modeled to confirm designs while the tender
drawings, bill of quantity and other related tender documentation were
completed.

The
tender process for the TSF was closed in January 2010 and the contract awarded
by mid February 2010. The planned cost of $7 million will be spent up to July
2010 with the project completion planned to coincide with the completion of the
metallurgical plant.

General surface infrastructure

Bulk Power Supply

Eskom
(the state-owned energy company) committed to the phased power demand
requirements of the Burnstone Project which involves the refurbishment of an
existing line, and construction of a new section of a power line to the mine
site. An environmental basic assessment report was completed for the
construction of the power line to the Burnstone Project and Eskom has completed
negotiating servitude rights with owners of surface land that will be crossed by
the power line.

All
design work for the first of two lines between a proposed switching station
(positioned between Grootvlei Power Station and Burnstone Mine) has been
completed and material ordered. The proposed refurbishment of two existing lines
between Grootvlei and the proposed switching station is currently being
finalized and is also planned to commence in early 2010.

The
proposed commissioning date of the permanent supply that will follow a power
demand buildup, as agreed between Eskom and Great Basin Gold, is at the end of
June 2010. As an interim arrangement, Burnstone will be supplied with 25 Mega
Volt Ampere (MVA) by means of a new 88 kiloVolt (kV) line. The full 51 MVA, as
agreed between Eskom and Great Basin Gold, will be supplied as soon as the
construction of the Switching Station as well as the refurbishment of the two
lines from Grootvlei Power Station has been completed.

The
electrical installation at the Burnstone Project was designed to comply with
Eskom energy efficiency specifications as set out in the Generic Energy
Efficiency Specification. Independent certification in this regard will be
done prior to activation of the energy supply, effecting the issue of an Eskom
Energy Efficiency Compliance certificate. In order to supplement the
latter, creative power saving methods have been integrated in the design, such
as the use of high efficiency motors, optimized electrical infrastructure,
alternative power technologies, and state of the art power monitor and control
technologies.

Construction
of the 88/11kV main substation on site by Great Basin Gold has commenced.

---

| |  27 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The
power supply project is jointly managed by Eskom and the Company to ensure
availability of the required electricity in the second quarter of 2010 to
coincide with the commissioning of the vertical shaft and metallurgical plant.
Electricity requirements during the construction phase are managed through a
combination of Eskom supply and diesel generators.

Surface infrastructure

A combination of permanent and temporary buildings is being
utilized. No additional buildings will be required during the remainder of the
construction period. Projects for the electrical and water reticulation on site
are in progress with completion scheduled in line with plant completion.

Financial analysis

The
2009 Burnstone Report did not include an update on the financial analysis of the
Burnstone Property and table 5 below provide a summary of the financial analysis
contained in the 2008 Burnstone report.

Table 5: Financial Analysis Assumptions  Burnstone

|Assumptions                                                                  | 2008 Burnstone Report                                                           
|---------------------------------------------------------------------------- | --------------------------------------------------------------------------------
|Au Price                                                                     | US$800/oz                                                                       
|US$/ZAR exchange
      rate                                                  | ZAR9.00                                                                         
|Proven and probable reserves used for the financial model                    | 30 million tons @ 4.2 g/t of gold. 4.1 million
      oz of Au @ 4 g/t Au cut-off
|Percentage of measured and indicated resources used in
      financial model | 38%                                                                             
|Gold recovery                                                                | 95%                                                                             

Cash
costs include direct and indirect mining costs, development costs, engineering,
environmental, safety, plant and site services, geology, general and
administration, workmans compensation, insurance, royalties and milling
costs.

Table 6: 2009 LOM Average Cash Cost  Burnstone

|LOM Avg. Cash
        Cost (US$/oz) | 2009 Burnstone Report
|----------------------------------- | ---------------------
|Mining                              | 218                  
|Milling                             | 37                   
|South African
      royalty         | 32                   
|Social development                  | 1                    
|Administration                      | 31                   
|Total                               | 319                  

---

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

Regarding
the capital cost table below, the increase in the capital costs are being
negated by the devaluation of the ZAR to the US$.

Table 7: Capital Cost Estimates  Burnstone

|Project Capital
        Cost (US$ millions)  | 2009 Burnstone Report
|-------------------------------------------- | ---------------------
|Mine Development                             | 101                  
|Process plant                                | 37                   
|Vertical shaft                               | 30                   
|Tailings                                     | 7                    
|Sub total                                    | 175                  
|LOM capital                                  | 49                   
|Total project
      capital                  | 224                  
|Capital spent
      up to December 31, 2008  | 55                   
|Remaining
      capital to be spent over LOM | 169                  

Regarding
the total life of mine cost table below, total costs include cash costs plus
proceeds on mineral taxes, income tax payable and depreciation and amortization.

Table 8: LOM Capital Cost Estimates  Burnstone

|LOM Avg. Total
        Costs (US$/oz) | 2009 Burnstone Report
|------------------------------------- | ---------------------
|Total costs                           | 495                  

An
after tax cash flow schedule has been developed for the current production
scenario, and the capital and operating costs disclosed above. The cash flow
includes royalties and taxes payable. The results, at a cut-off of 4 g/t Au
cut-off, show an estimated NPV of US$687 million at a 5% discount rate and an
internal rate of return of 36%.

Table 9: Financial Analysis  Burnstone

|Financial
        Analysis (Post Tax) | 2009 Burnstone Report                                 
|------------------------------------- | ------------------------------------------------------
|IRR                                   | 35.6%                                                 
|NPV (0% discount rate)                | US$1.17 billion                                       
|NPV (5% discount rate)                | US$687 million                                        
|NPV (10% discount rate)               | US$414 million                                        
|Payback                               | 3.5 years (after mill start up)                       
|Mine life                             | 19 years (including a four year
      start-up period)

Sensitivity Analysis

The
following is a sensitivity analysis based on the 2009 resource estimate. The
sensitivity analysis was done against the variables of gold prices to illustrate
the impact on the IRR and NPV (discounted at 5%). Sensitivity to gold price
fluctuation is summarized in the table below over a range of gold prices of US$700 to US$900, demonstrating an impact on IRR
of 28.5% to 42.4%, and post tax NPV of US$503.6 million to US$869.5 million.

---

| |  29 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Table 10: Gold Price Sensitivity  2009 Burnstone Report

|Burnstone Gold price sensitivity | Post Tax IRR | Post Tax NPV (5%) US$
      millions
|-------------------------------- | ------------ | ------------------------------------
|$700/oz                          | 28.5%        | $503.6                              
|$800/oz                          | 35.6%        | $686.6                              
|$900/oz                          | 42.4%        | $869.5                              

Plans

The
Companys project development plan is focused on the preparation for and entry
into production, entailing underground development into the mining blocks
identified for early stage and trial mining by opening up and mining certain
stopes. During this stage, advanced stoping techniques and mining technology
will be evaluated. The decline shaft will be completed to link up with the
bottom of the vertical shaft. Completion of other mine infrastructure, above and
below surface is also planned, which entails the vertical shaft, metallurgical
plant, surface infrastructure and the establishment of adequate electrical power
to the Burnstone Property. The Company will also source, employ and train the
necessary workforce and purchase the equipment required.

The Company plans to extract 80,000 Au oz from underground
during fiscal 2010, and expects to recover 60,000 Au oz as the metallurgical
plant start-up is planned for July 2010 and will be in the commissioning phase.
Cash cost of production for the year is targeted at US$495 per Au oz.

Table 11: Total Remaining Costs to Bring Mine into Production
 2009 Burnstone Report (US$ million)

|                                                         | Burnstone Funding Requirements
      as at January 1, 2009 (Estimated
      as of March 2009) | Spent From January
      1, 2009 To September 30, 2009 | Capital Cost
      Increases | Strengthening Rand
      (March 2009: ZAR9:US$1) (November 2009:
      ZAR8:US$1) | Estimated Remaining Costs to
      Production from September 30, 2009
      (Estimated as of November 2009)
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------- | --------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------
|Mine engineering, development and surface infrastructure | 39                                                                                            | 22                                                     | 6                            | 3                                                                                 | 26                                                                                                         
|Mining equipment                                         | 23                                                                                            | 5                                                      | ---                          | 2                                                                                 | 20                                                                                                         
|Vertical shaft                                           | 23                                                                                            | 14                                                     | ---                          | 1                                                                                 | 10                                                                                                         
|Metallurgical
      plant                                | 35                                                                                            | 5                                                      | 6                            | 5                                                                                 | 41                                                                                                         
|Production costs                                         | 25                                                                                            | 9                                                      | ---                          | 2                                                                                 | 18                                                                                                         
|Total costs                                              | 145                                                                                           | 55                                                     | 12                           | 13                                                                                | 115                                                                                                        

Hollister Property, Nevada

Unless
stated otherwise, information of a technical or scientific nature related to the
Hollister Property contained in this AIF is summarized or extracted from a a
technical report entitled Revised Technical Report on the June 2009 Update of
the Mineral Resource Estimate for Hollister Gold Mine dated effective June 17,
2009, as amended October 30, 2009, prepared by Stephen J. Godden, FIMMM, C. Eng., S. Godden & Associates Ltd.,
Deon van der Heever, Pri. Sci. Nat., Johan Oelofse, Pr. Eng., FSAIMM and
Philip N. Bentley, Pr. Sci. Nat., filed on SEDAR on November 3, 2009. Messrs
Oelofse and Bentley are employees of Great Basin Gold, and Mr. Godden and Mr.
van der Heever are independent of the Company.

---

| |  30 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

|All information relating to the contents of the 2009
      Hollister Report, including but not limited to statements of the HDB
      projects potential and information such as capital and operating costs,
      production summary, and financial analysis are forward looking statements.
      The 2009 Hollister Report was prepared to quantify the HDB projects
      capital and operating cost parameters and to determine the projects
      likelihood of feasibility and optimal production rate. The capital and
      operating cost estimates which were used have been developed based on
      detailed capital cost to production level relationships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The following are the principal risk factors and
      uncertainties which, in managements opinion, are likely to most directly
      affect the ultimate feasibility of the HDB project. The mineralized
      material at the HDB project is currently classified as a measured and
      indicated resource, and a portion of it qualifies under Canadian mining
      disclosure standards as a proven and probable reserve, but readers are
      cautioned that no part of the HDB projects mineralization is considered
      to be a reserve under US mining standards as all necessary mining permits
      and project financing would be required in order to classify the projects
      mineralized material as an economically exploitable reserve. Although work
      has been done to confirm the mine design, mining methods and processing
      methods assumed in the 2009 Hollister Report, construction and operation
      of the mine and processing facilities depend on securing environmental and
      other permits on a timely basis. Additional permits, when required, have
      yet to be applied for and there can be no assurance that required permits
      can be secured or secured on a timely basis. Although costs, including
      design, procurement, construction and on-going operating costs and metal
      recoveries have been established at a level of detail required for a
      feasibility study, these could be materially different from those
      contained in the 2009 Hollister Report. There can be no assurance that
      these infrastructure facilities can be developed on a timely and
      cost-effective basis. Energy risks include the potential for significant
      increases in the cost of fuel and electricity. The 2009 Hollister Report
      assumes specified, long- term prices levels for gold. The price of this
      metal is historically volatile, and the Company has no control of or
      influence on its price which is determined in international markets. There
      can be no assurance that the price of gold will continue at current levels
      or that it will not decline below the prices assumed in the 2009 Hollister
      Report. Prices for gold have been below the price ranges assumed in the
      2009 Hollister Report at times during the past ten years, and for extended
      periods of time. The Hollister Property will require additional financing.
      Although interest rates are at historically low levels, there can be no
      assurance that debt and/or equity financing will be available on
      acceptable terms. Other general risks include those ordinary to very large
      construction projects, including the general uncertainties inherent in
      engineering and construction cost, the need to comply with generally
      increasing environmental obligations, and accommodation of local and
community concerns.

Hollister Property Description and Location

The
Hollister Property is located in Townships 37 and 38 North, Range 48 East,
Ivanhoe Mining District, Elko County, Nevada (see Figure 6). The Hollister
Property consists of a total of 950 unpatented, federal mining claims, covering
over 69 square kilometers. It is situated on Nevadas 80 km long Carlin Trend
gold belt and is the host of classic Carlin-style low sulphidation epithermal
banded veins in Ordovician sediments containing high grade precious metal
values. Initial feasibility work was completed in mid 2007. Since that time, the
Company has focused on permitting, additional development to prepare for
production and additional underground and surface drilling.

---

| |  31 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Figure 6: Hollister Property Location



Source: 2009 Hollister Report

The
HDB is currently being accessed for test mining, underground continuity
drilling, and to obtain bulk samples through an excavated decline that, as of
December 31, 2008, was 4,524 feet (1,379 metres) in length. Gold and silver
mineralization occurs in multiple, steeply dipping vein systems. Permitting and
pre-development work are ongoing, and additional surface drilling on areas of
the Hollister Property outside of the HDB was conducted in 2008. Vein systems
within the HDB are the most thoroughly explored on the Hollister Property and
are the location of the mineral resources and reserves described below in Tables
14, 15 and 17 below.

The
Hollister Property was purchased by the Company from a subsidiary of Newmont
Mining Corporation, which had previously operated a leach recovery mine there to
exploit some near surface mineralization. The Great Basin Golds primary focus
is the deeper gold bearing system lying underneath an area covering
approximately 5% of the Hollister Property, and known as the Hollister
Development Block, or HDB. Feasibility work in 2007 and ongoing work through
2009 have determined the presence of proven and probable mineral reserves (as
further discussed below.

The
HDB was a joint venture with Hecla Mining Corp. from 2002 to 2007. In 2007 the
Company purchased Heclas 50% interest for US$60 million. Great Basin Gold
currently owns a 100% interest in the claims comprising the Hollister Property,
subject to certain royalty interests ranging from 3% to 5% of any net smelter
returns (also described in more detail below).

Pursuant
to the terms of a purchase agreement (the Ivanhoe Agreement) dated August 13,
1997, with a subsidiary of Newmont Mining Corporation (Newmont) and Touchstone
Resources Company (Touchstone), Great Basin Gold acquired Newmonts 75%
interest in the Hollister property. A Great Basin Gold subsidiary later acquired
Touchstone, which owned the other 25%. A total of 504 claims are listed in the purchase agreement. Of these, 380
claims are subject to a 5% net smelter royalty (NSR) held by Newmont and 45
claims are subject to conditions under a lease agreement with the
Hillcrest/Finley River partnership (described next paragraph).

---

| |  32 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The
45-claim Hillcrest/Finley River claim block is under an 80-year lease from the
Hillcrest/Finley River partnership which expires October 27, 2080. This
partnership retains an underlying NSR of 2% and receives annual lease payments
of US$50,000 subject to increase. In each 20-year renewal period the annual
lease payments will be increased by US$5,000. Newmont holds an additional 3% NSR
on the Hillcrest/Finley River claims. Under the Ivanhoe Agreement, Great Basin
Gold agreed to share Newmonts future reclamation costs for past mining at the
Hollister Property on the basis of one third of such expenditures over US$4.5
million but less than US$6 million (US$500,000 maximum) and 25% of expenditures
over US$6 million. Under the Ivanhoe Purchase Agreement, Newmont retains title
to 62 of the Hollister Property mining claims (the Reclamation Area) until
reclamation is complete, at which time Great Basin Gold will have the right, but
not the obligation, to accept conveyance of the Reclamation Area for no further
consideration. Newmonts original estimates for reclamation were in the US$4.5
-6 million range. As of the date hereof, the Company is still resolving some
outstanding environmental issues with Newmont before the Company requests
conveyance of the claims. Reclamation overruns have now exceeded US$1.5 million
and are currently divided as 75% to Newmont and 25% to the Company.

In
addition, the Robbie claims acquired under a 15-year lease on June 8, 1999,
comprise 107 claims on the Hollister Property. Great Basin Gold is obligated
under terms of the lease to an annual lease payment of US$4,000, a 2% NSR and to
maintain the claims in good standing with the BLM and Elko County. The lease can
be renewed if there is commercial production on the Robbie claims before 2014.

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

Permits

The Company has updated the following since the 2009 Hollister Report.

The
Environmental Impact Statement (EIS) process for the Hollister Project is
currently underway by the Bureau of Land Management (BLM). Pending the
completion of the EIS process and receiving the BLM approval of the amended Plan
of Operations, the underground exploration and development activities at the
Hollister Property must be conducted within the 275,000 ore tons per year limit
set out in the Water Pollution Control Permit (WPCP) issued by the Nevada
Department of Environmental Protection (NDEP) and in a manner that aims to
fully protect the environment and archaeological resources near the development,
and that will not create any additional surface disturbance or new environmental
impacts.

Great
Basin Resource Watch (GBRW) filed an appeal with the Nevada State
Environmental Commission (the NSEC) challenging the NDEPs issuance of the
WPCP. After a number of meetings between the Company, GBRW and NDEP, GBRW agreed
to withdraw its appeal of the WPCP in May 2009. It was agreed between the
parties that the Company will install equipment to monitor the water quality in
and around the waste rock facility at the Hollister project, and that the data
from these sites will ultimately form an integral part of the EIS process for
the Hollister Project.

The
publication of the Notice of Intent (NOI) by the BLM is currently pending and
the NOI has been forwarded to the Department of the Interior in Washington DC on
January 7, 2010 to complete an eight step approval process prior to be sent to
the Federal register for publication.

Parallel
to the publication process the Company has embarked on a number of activities to
support the EIS. The third party contractor was appointed and has been meeting
regularly with management and the BLM EIS Interdisciplinary Team to streamline
the EIS process. An EIS Preparation Plan has been completed along with Chapter 1
of the draft EIS. A draft hydrological modeling protocol has been submitted and
approved by BLM. A cultural literature search to review all survey information
and reports that exist for the Tosawihi district has been initiated. In addition
the Elko County Commissioners voted to be a cooperating agency on the
development of the EIS.

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| |  33 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

On
October 14, 2009, the Companyannounced that the BLM approved an
amendment to the Plan of Operation to construct a second Alimak raise to surface
at the western end of the Projects underground workings. The first Alimak raise
on the eastern section of the mine was completed in 2008. The raise will be
excavated from the underground workings up to the surface. The surface footprint
will be minimized to the size of a small exploration drill site in consideration
of the cultural sensitivity of the surface lands in the vicinity of the
Hollister Project. The Alimak raise provides an alternative point of egress from
the underground workings thereby assuring the safety and continued well being of
the Companys employees. This raise would also increase ventilation in the
western section of the mine allowing for further exploration of the newly
discovered Gloria vein system as well as further trial mining activities.

The
Company received a government complaint that its activities have disturbed
certain surface areas in the Hollister Project vicinity contrary to the US
federal "Archaeological Resources Protection Act" and as a result it may
be responsible for a damage assessment. The Company, after detailed
discussions with representatives of the Solicitors Office, the Bureau of Land
Management, and the Attorney Generals office, has reached a favorable
settlement-in-principle regarding to the pending ARPA allegations, subject to
final approval from the United States Department of Interior and United States
Department of Justice.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The
shortest access to the Hollister Property is from the freeway corridor by gravel
roads, north of Battle Mountain, for over a distance of roughly 50 mi (80 km).
Battle Mountain is the nearest town with full service facilities. The nearest
mining infrastructure is at the Dee Mine, located 8 mi (13 km) by road to the
southeast. Major power transmission lines lie just off the south-eastern corner
of the Hollister Property, and a sub-station is located 5 mi (8 km) to the east.
Elko is the support hub for mining operations on the Carlin Trend, and has a
well-developed transportation network (air, rail, and road), workforce pool, and
contractor service base.

The
Hollister Property occurs in the Great Basin physiographic province of the
western United States. The Great Basin area is characterized by basin and range
topography. Low rolling hills typify the propertys landscape, with elevations
ranging from 5,380 to 6,000 feet. Drainage patterns in the immediate area
predominantly trend northeast to north-south. The head of Little Antelope Creek
bisects the property in a north-south direction and joins Antelope Creek
approximately 3.5 miles south of the property. Though most of the regions
streams are seasonal, water flows in Antelope Creek and Willow Creek for most of
the year. Vegetation consists of the high desert sagebrush and bunch grasses
common to the Great Basin area.

The
climate is arid, high desert. Temperatures can reach as low as 30 oF (34 oC)
during the winter and summer high temperatures approach 105 oF (41 oC). Annual
precipitation averages 8 to 10 inches, and occurs as snow in the winter and
early spring months, and sporadic rain throughout the rest of the year. These
climatic conditions support an exploration field season that normally extends
from April through the end of November and year-round gold mining
operations.

History

The
Hollister District consists of widespread mid-Miocene hot springs deposits with
associated mercury and disseminated gold mineralization that were discovered in
the early 1900s. Mining commenced in 1915 and as many as 150 flasks were
produced by 1917. Mining was inactive until 1929 through 1943 when more than 2,000 additional flasks were
produced in the district, about half coming from the Butte #1 and Butte #2
mines, and the Velvet and Clementine mines, near the former Hollister pit. There
has been no mercury production since. Gold mineralization was recognized early
on but was not considered to be economic at prevailing prices and technology.

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| |  34 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Exploration
for mercury and other metals resumed in the early 1960s. Auric Metals drilled
100 rotary holes for mercury around the Velvet Mine in the late 1960s. During
the 1970s, Apco Oil drilled a porphyry molybdenum play, Noranda drilled a
uranium target, and Homestake intensively explored the district for
McLaughlin-type (hot springs model) gold deposits. In the 1980s, other
operators drilled several holes for mercury, silver and/or gold. None of these
programs encountered sufficient mineralization to warrant developing a mine.

United
States Steel Corporation undertook comprehensive exploration of the district
between 1980 and 1986, employing geological, geochemical and geophysical
techniques, along with considerable drilling. In 1987, Cornucopia Resources
purchased the property via its Touchstone Resources subsidiary and formed a
50/50 joint venture with Galactic Resources to mine the deposit as the Hollister
mine, an open pit/heap-leach operation. By 1990, the TouchstoneGalactic joint
venture produced a feasibility study based on 879 drill holes (328,000 ft of
diamond and rotary drilling) which defined a mainly oxide reserve. The Hollister
open pit mine went into production in 1990 and mining continued until 1992 when
Galactic declared bankruptcy as a result of problems at the Summitville mine in
Colorado. Total production was 115,696 ounces of gold contained in 3,271,954
tons (residual leaching of the heap was completed in 1996).

In
1992 Newmont entered the district via a 75/25 joint venture with Cornucopia,
after buying Galactics interest in the Hollister Property. Their land position
was enlarged and more drilling was undertaken, including pursuit of high grade
vein intersections made earlier by the Touchstone joint venture. By this time
there were around 900 drill holes (mainly rotary) in the Hollister Property,
most of them in Tertiary units above the unconformity with the Ordovician Vanini
Formation (also known as Vinini Formation) which is the main host for the vein
mineralization. Newmont opted out of the project in 1995, and in 1997 its
interests were acquired by Consolidated North Coast Industries Ltd. which
subsequently merged with Pacific Sentinel Gold Corp. to form Great Basin Gold
Ltd. Great Basin Gold acquired Touchstones 25% in 1999, and currently holds
100% of the Hollister Property subject to net smelter royalties described under
Project Description and Location.

In
late 1997, the 109 contiguous claims comprising the Aagaard group were acquired
under lease for US$30,000 per annum. In December 1999, the Aagaard claims were
purchased for $50,000 and 75,000 Great Basin Gold shares. There are no remaining
royalties or lease payments on the Aagaard claims. In 1998, the 139 claims
comprising the Ho claim group were acquired by staking. This claim group extends
the Hollister Property position to the west and adds continuity to the
northwest-trending portion of the Hollister deposit-area. There are no royalties
on the Ho claims. In July 2001, the Company acquired the Sheep Corral property,
consisting of 65 unpatented lode mining claims for US$50,000. The claims adjoin
the northwest corner of the Hollister Property. In 2004, the Company acquired
the 13 Joe claims through staking, extending the Hollister Property position to
the west. There are no royalties on the Joe claims.

Geology

The
Hollister Property is located at the intersection of the Carlin Trend and the
Northern Nevada Rift, as illustrated in Figure 7 below. The Carlin Trend is a
northwest-trending 50-mile long metallogenic corridor. Mines on the Carlin Trend
have produced in excess of 70 million ounces of gold. Carlin Trend type
mineralization is Eocene in age. The Northern Nevada Rift is a north-northwest
trending feature made up of bimodal volcanic rocks that host Miocene aged
bonanza epithermal gold deposits such as Ken Snyder, Mule Canyon, Buckskin
National and Hollister. The Paleozoic stratigraphy and Eocene magmatic pulse that is critical to the development of
Carlin-type deposits to the southwest are in evidence at Hollister as are the
Miocene mineralizing events.

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| |  35 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The
Hollister stratigraphic section includes Ordovician sedimentary rocks, intruded
by mid-Eocene plutons and unconformably overlain by a veneer of Miocene volcanic
and volcano-sedimentary rocks. Devonian sedimentary rocks have been intersected
at depth below the Ordovician sediments under the Roberts Mountain Thrust.

Epithermal
gold mineralization at the Hollister Property occurred in the early Miocene and
appear associated with the North Nevada Rift where it over prints the Carlin
Trend. The Hollister Property has a low-sulfidation epithermal system
characterized by banded quartz veins with electrum and silver selenides. Some of
the primary geological elements of the sediment-hosted gold deposits of the
Carlin Trend are present at the Hollister Property, including Eocene intrusive
rocks and lower plate carbonate rocks. The Hatter stock (a granodioritic
intrusive) at the Hollister Property has been dated at 39 Ma and is similar to
39 Ma biotite-feldspar porphyry dikes occurring in the Goldstrike area. The main
pulse of gold mineralization on the Carlin Trend is dated at about 38 Ma and
commonly thought to be associated with late Eocene magmatism.

Figure 7: Hollister Property and Carlin Trend



Source: Great Basin Gold

Exploration and Mineralization

Geophysical,
geochemical and geological surveys have been carried out over a large part of
the Hollister Property to aid in targeting exploration drill holes.

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| |  36 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The
most prominent surface feature on the Hollister Property is the blanket-like
silica replacement bodies that occur in two stratigraphic positions. Close
examination of these features reveals that they have sinters with associated
mercury mineralization as well as replacement bodies that are locally up to 200
ft thick. Gold values in these high-level epithermal features are uniformly low
to absent. Gold mineralization in Tertiary volcanic rocks below the silica cap
coincides, in part, with the epithermal veins in the basement. Some of the best
mineralization in Tertiary rocks, however, is rootless.

Gold
distribution in the Tertiary at the Hollister Property is widespread resulting
in complex grade thickness patterns. The Clementine/Gwenivere vein system
produces a strong Tertiary-hosted gold plume that is generally consistent with
the orientation of the vein system. The coincidence of the Clementine vein with
the north edge of the plume is striking.

Gold
distribution in the Ordovician is much more restricted than in the Tertiary.
Deeper vein exploration success was enhanced by orientating vein intercepts in
core frames to bedding in historic holes in Vinini rocks in areas where it could
be demonstrated that fault and fold complications were not present. Step outs
were planned using these orientations and the Clementine and Gwenivere vein sets
were successfully delineated by the subsequent drill program.

As
previously mentioned, the HDB was the subject of an exploration joint venture
between Great Basin Gold and by Hecla Mining Company, now Hecla Ltd (Hecla)
which terminated in April, 2007 when Great Basin Gold bought out Heclas 50%
interest. During the period from 2002 to 2006, Hecla conducted engineering and
permitting work in furtherance of an underground development program and
obtained the necessary permits to complete the Stage 1 underground development,
drilling, and feasibility work.

After
receiving the requisite permits in mid 2004, the underground exploration and
development program began at the HDB under the management of Hecla. Site
facilities were established and development of the decline to access the
gold-silver vein systems began in October 2004 for the purpose of obtaining bulk
samples and to conduct underground exploration drilling in order to increase the
confidence level of the mineral resources.

Since
April 2007, a further 141,018 ft of underground and 52,451 ft of surface
exploration diamond drilling has been completed. The underground drilling is an
important phase of evaluation, enabling more detailed delineation of vein
mineralization. There are now 19 recognised discrete veins constituting the
Gwenivere and Clementine systems.

During
2008 a total of 17,204 ft (5,243 m) of underground development has been
completed of which 6,099 ft (1,859 m) has been on reef exposing the veins.
Total development to December 31, 2008 is 22,132 ft (6,745 m), of which 6,697 ft
(2,040 m) has been on veins.

Underground
diamond drilling totaled 98,874 ft (29,962 m) and included systematic stope
delineation drilling to delineate economic areas (29,489 ft (8,936 m) as well as
exploration and infill cover drilling along strike and at depth totaling 69,385
ft (21,026 m).

Table
12 below summarizes the drilling on the HDB during 2009, and lists whole core
sampled intervals.

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| |  37 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Table 12: 2009 Drilling at HDB

SummaryHollisterDrilling2009(Feet)

|            | UGExpl&Cover | No  | StopeDelineation | No  | Surface | No
|----------- | ------------ | --- | ---------------- | --- | ------- | --
|Q1          | 8,667        | 15  | 4,910            | 11  | 1,419   | 2 
|Q2          | 23,148       | 30  | 6,698            | 25  | 0       | 0 
|Q3          | 26,679       | 39  | 10,309           | 67  | 0       | 0 
|Q4          | 10,891       | 20  | 7,572            | 35  | 0       | 0 
|TotalFeet   | 69,385       | 104 | 29,489           | 138 | 1,419   | 2 
|TotalMetres | 21,026       |     | 8,936            |     | 430     |   

Source: 2009 Hollister
Report

The
Gwenivere and Clementine are composite, sheeted vein systems. Drilling on both
the Clementine veins and the Gwenivere veins has intercepted more veins than
originally anticipated and correlation between historical drilling and the more
recent drilling during 2008 has assisted in better defining the newly
interpreted continuous veins. On the north side of the lateral development, two
new veins have been defined over the entire strike length of the known
Clementine veins. On the south side of the lateral, the Gwenivere South veins
have proven to be more continuous than originally interpreted. In addition, a
number of interlinking veins were confirmed by in-fill drilling. The structural
controls of the vein development are being further examined, and integrated into
future resource domaining and estimation.

In
the western portion of the Clementine vein system, vein development is not very
robust. The top 100 to 200 ft of the vein is hosted in predominantly siliceous
quartzite; here quartz veins are not well developed and grades are accordingly
lower than expected. However, this is not always the case. In other areas
hosted in quartzite there are well developed veins with high grade intercepts (for
example, on the Clementine South Vein, hosted by quartzite, on sections 2900N to
3100N, holes HDB-54, 55 and 79 intersected values of greater than 1 oz/ton). A
high grade chute was defined in the Clementine vein system; the shoot is 100 to
300 ft wide, trends easterly and has a 30o plunge within the plane of the vein.
Exploration drilling in this area of the mine development has indicated a left
lateral step to the north west of the Clementine/Gwenivere systems, and remains
to be fully followed up during 2010 when further drill stations are established
to the west. The Gloria system supports development of further narrow bonanza
Clementine look alike veining north of the current infrastructure, as well as
wider brecciated zones with erratic mineralization.

The
Hatter Graben target comprises an east-west trending vein swarm some 12,000 feet
(4 km) east of the Gwenivere  Clementine vein system, also hosted by Ordovician
metasediments. Twelve surface boreholes have been completed, with intersections
ranging from trace to a high of 7.8 oz/ton Au,

The
Velvet Target Area is approximately 1,000 ft (305 meters) north of the
Clementine Vein System. Significant drill intercepts have been encountered in
both the Tertiary volcanic rock sequence and the underlying Ordovician age
rocks. As part of the 2008 drilling program Hole H8-266was targeted at
mineralization related to the East Clementine Fault and the adjacent historic
drilling with anomalous gold intercepts. The hole was completed to 1,204 ft
(366.9 m). Study of the Velvet Target Area is ongoing to determine structural
relationships and local controls to mineralization.

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| |  38 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Collation
of all historic surface drilling, coupled with empirical understanding of the
relationship of the Ordovician hosted Clementine and Gwenivere vein systems with
overlying Blanketmineralization hosted in the Tertiary volcanics, has enabled
targeting of potential mineralisation under the previous (1992) opencast
excavations of the Touchstone open pits.

Milling

During
2008, a number of bulk samples of mineralized material were generated from the
Hollister Propertys ongoing trial mining initiative and sold to third party
milling facilities for processing, as part of the Companys metallurgical test
work and processing optimization of the ore at the Hollister Property. Different
stoping methods, specifically, shrinkage and cut/fill methods were under trial.
The average minimum mining widths for stopes under the mine plan is 42 inches
(3.5 feet). A total 61,770 tons were sent to several different treatment
facilities under processing agreements. A summary of the metallurgical
recoveries from bulk samples generated from the Hollister Property mine
development during 2008 and 2009 are given in the table below.

Table 13: Summary of Metallurgical Recoveries from Bulk
Samples (2008/9)  Hollister Property

|Mill Locality (Period)             | Au (Head grade) (oz/t) | Ag (Head grade) (oz/t) | Amount (tons) | Au Recovery (%) | Ag Recovery (%)
|---------------------------------- | ---------------------- | ---------------------- | ------------- | --------------- | ---------------
|Newmont Midas (May 2008)           | 1.15                   | 9.53                   | 4,737         | 84.7            | 94.3           
|Newmont Midas (June 2008)          | 0.75                   | 9.70                   | 3,906         | 88.2            | 92.6           
|Newmont Midas (Sept. 2008)         | 1.42                   | 11.61                  | 10,907        | 88.1            | 91.1           
|Newmont Midas (Nov. 2008)          | 2.02                   | 16.20                  | 12,075        | 88.0            | 90.0           
|Newmont Midas (Jan. 2009)          | 2.69                   | 16.21                  | 3,034         | N/A             | N/A            
|Newmont Midas (March - April 2009) | 1.07                   | 10.87                  | 19,784        | N/A             | N/A            
|Newmont Midas (May 2009)           | 0.60                   | 6.61                   | 7,327         | N/A             | N/A            
|Kinross Republic (November 2008)   | 2.34                   | 20.14                  | 4,652         | N/A             | N/A            

Source: Updated from October 2009 Hollister Report

Sampling and Analysis

The
Great Basin Gold drilling prior to Hecla includes 1998, 1999, 2000 and 2001
drill holes from IH-002 through IH-216 in the IH series. Information on prior
Hollister drill holes, not drilled by Great Basin Gold, was compiled from
sources believed to be reliable; however, the sampling and analytical methods
are generally not known. Current diamond core sampling methodology largely
follows the same method and approach.

Primary
exploration targets in the Ordovician Vanini Formation have been sampled by HQ
(2.5 inch / 6.35 cm diameter) core drilling; on rare occasions this was reduced
to NQ (1.875 inch/ 4.76 cm diameter) core. The boxed core samples originally
were transported to a locked, indoor company warehouse in Battle Mountain,
Nevada for geotechnical logging, geological logging, sample selection, quality
control designation and sampling by Great Basin Gold personnel. The average
recovery for all Great Basin Gold core was 91.7% . Within the mineralized
intervals, (> 0.20 Au equivalent), the average core recovery was essentially
the same at 91.3% . Since April 2007 a new core processing facility has been
erected at Winnemucca, Nevada and all core is now processed, logged, sampled and
stored at this facility.

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| |  39 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

For
Hollister reverse circulation (RC) drill cuttings, 99.3% of sample intervals
were 5 ft (1.52 m) in length. Drill core was generally sampled over geologically
defined intervals, the average width of which was 4.8 ft. Actual sample widths
varied; 7.8% were less than 2.5 ft (0.76 m), 15.3% were 2.5 to 4 ft (1.22 m),
70.9% were 4 to 7.5 ft (2.29 m) and 6.0% were greater than 7.5 ft in length.

During
the early Great Basin Gold and Hecla phases of drilling core intervals were
sampled by mechanical splitting (96.97% of samples), or less commonly by sawing
the core (2.87%) and rarely by whole core sampling (0.16%) . Special handling of
some of the assay samples at the Hollister Property is usually required, due to
the presence of visible gold and/or naumanite mineralisation in friable core. In
some cases analysis utilized whole core. The average length-wise half-split
sample provided 12 pounds (5.4 kg) of material, which was transported to the ALS
Chemex Laboratories (ALS Chemex) sample preparation laboratory in Elko,
Nevada.

Any
RC drilling assessing exploration targets occurring in the overlying Tertiary
rocks involved sampling all cuttings/chips from the 6-inch (15.2 cm) diameter RC
pre-collar drill holes, which were passed through a cyclone. From this, 8 to 10
pound (3.6 to 4.5 kg) sub-samples were collected for every 5 ft (1.5 m) of hole
drilled, wherever recovery was sufficient to provide a representative sample.
The samples were picked up at the drill rig and transported by laboratory
personnel to the ALS Chemex sample preparation facility in Elko.

Previously,
surface diamond drilling sampling was analyzed at Inspectorate America
Corporation, and underground diamond drilling and channel sampling was analyzed
at ALS Chemex, both laboratories located in Reno (Sparks) Nevada. Since December
2007, all assays have been conducted at ALS Chemex. Samples collected from the
HDB are stored in a secure facility until delivered to ALS Chemex.

Sample
preparation work involves drying, weight determination, crushing and
pulverization of regular mainstream samples and blanks, insertion of Great Basin
Gold standard reference samples, crushing and splitting out of duplicate (core)
samples for analysis at a second laboratory.

Vein
samples are analyzed by standard fire assay procedures and metallic screening on
high grade +1 oz/ton Au. For metallic screen and standard fire assay analyses,
vein sample preparation consists of drying and jaw-crushing the entire sample to
90% passing 10-mesh, taking a 1000 g sub-sample using a Boyd rotary splitter,
and then pulverizing the 1000 g sub-sample to 85% passing 200-mesh using a large
capacity ring and puck pulverizer. Gold and silver determinations by metallic
screen analysis are performed utilizing two 1 assay-ton (30 g) fire assays
completed on the fine fraction; the coarse fraction is fire assayed in its
entirety. For standard fire assay analysis, a 30 g charge is fire assayed, with
metal determinations made by gravimetric finish. Vein samples analyzed by
standard fire assay are re-assayed using metallic screen procedures if precious
metal content is determined to be elevated (currently a threshold of > 0.25
oz/ton is used).

Laboratory
Quality Assurance/Quality Control (QA/QC) is monitored using coarse reject
blanks and assay standards, duplicate fire assays, and ALS Chemexs internal
standards and blanks. Coarse blanks and assay standards are inserted into the
sample sequence as blind samples prior to submitting the samples to the
laboratory. The QA/QC results are presently, and have been historically, within
acceptable limits.

Core
samples were transported from the drill to a locked, indoor company warehouse in
Battle Mountain, Nevada for geotechnical logging, geological logging, sample
selection, quality control designation and sampling by Company personnel. After
sampling, the remaining half core is returned to the boxes and stored at Battle
Mountain, or more recently at Winnemucca. All sample pulps and rejects are
retained at the respective analytical laboratories in the year they are drilled.
In the year following all pulps are returned to the Company and retained
indefinitely.

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

The
reporting protocols and analysis that are utilized by Great Basin are in the
process of being upgraded through the implementation of appropriate QA/QC
software. There is currently a backlog in processing the remaining 2008 assays
due to the commissioning of these procedures.

HDB Resource Estimates

An
updated estimate of the mineral resources at Hollister was announced during June
2009. Overall, the contained Au equivalent ounces have increased by 27% to 2.9
million from the 2.3 million in the previous estimate issued June 20081. At a
cut-off grade of 0.25 Au oz/ton (8.57 g/t Au), the combined measured and
indicated mineral resources contain 1.45 million Au equivalent ounces grading
1.167 oz/ton (40 g/t) for gold and 8.59 oz/ton (295 g/t) for silver. A further
1.43 million Au equivalent ounces are contained in inferred mineral resources of
1.03 million tons at a grade of 1.340 oz/ton (45.95 g/t) for gold and 2.72
oz/ton (93 g/t) for silver. Au equivalent ounces in the estimated inferred
resources increased 111% from June 2008.

The
resource estimate has benefited significantly from over nine months of trial
mining, which generated data from channel sampling and delineation drilling for
stope development. As a result of the integration of empirical data from
geological observations and ore control sampling into the vein model, more
stringent parameters have been applied to measured and indicated
classifications. In addition, 161 additional boreholes (totaling 51,430 feet)
completed in the period from April 2008 to March 31, 2009 were integrated into
the model. The drilling program, mostly conducted from underground, has provided
infill data to delineate stopes for trial mining, and significantly improved our
understanding of the lateral and vertical geological continuity of the vein
systems. The resource estimate reflects depletion of material mined in 2008 and
2009 (up to June 30, 2009), totaling 103,746 Au equivalent ounces at an average
grade of 1.55 oz/ton.

|Cautionary Note to. Investors
      Concerning Estimates of Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|This AIF uses the term
      measured resources and indicated resources. The Company advises
      investors that while those terms are recognized and required by Canadian
      regulations, the U.S. Securities and Exchange Commission does not
      recognize them. Investors are cautioned not to assume that anypart or all of mineral deposits in these categories will ever be
      converted into reserves.

Results
of the resource estimate based on all drilling and ore control channel sampling
to March 31, 2009 are tabulated below:

Table 14: Measured and Indicated Resources Hollister November
2009  HDB

|ResourceCategory                | Cut-offoz/ton | Tons 
      000s | Tonnes 
      000s | Auoz/ton | Aug/t | ContainedAu oz2
        
      000s | Agoz/ton | Agg/t | ContainedAg oz2
        
      000s | ContainedAu eq
      oz1
|------------------------------- | ------------- | ---------------- | ------------------ | -------- | ----- | ----------------------------------- | -------- | ----- | ----------------------------------- | ------------------------
|Measured                        | 0.25          | 199              | 181                | 1.895    | 64.98 | 378                                 | 29.02    | 994.8 | 5,783                               | 468,100                 
|Indicated                       | 0.25          | 912              | 827                | 1.008    | 34.54 | 919                                 | 4.13     | 141.5 | 3,763                               | 977,500                 
|Total Measured&
      Indicated | 0.25          | 1,111            | 1,008              | 1.167    | 40.00 | 1,297                               | 8.59     | 294.6 | 9,546                               | 1,445,600               

|(1) | Metallurgical recoveries are not applied to resource value.
|--- | -----------------------------------------------------------

|Cautionary Note to Investors
      Concerning Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|This AIF uses the term
      inferred resources. The Company advises investors that while this term
      is recognized and required by Canadian regulations, the U.S. Securities
      and Exchange Commission does not recognize it. Inferred resources have a great amount
of uncertainty as to their existence, and as to their economic and legal
feasibility. It cannot be assumed that all or any part of a mineral resource
will ever be upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of economic studies, except in
rare cases. Investors are cautioned not to assume that any part or all of an
inferred resource exists, or is economically or legally mineable.

---

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

Table 15: Inferred Resources as of November 2009  HDB

|Resource Category | Cut-off oz/ton | Tons
      000s | Tonnes 
        000s | Au oz/ton | Au g/t | Contained Au
      oz2
000s | Ag oz/ton | Ag g/t | Contained Ag
      oz2
000s | Contained Au eq
      oz1
|----------------- | -------------- | --------------- | -------------------- | --------- | ------ | --------------------------- | --------- | ------ | --------------------------- | -------------------------
|Total Inferred    | 0.25           | 1,035           | 939                  | 1.340     | 45.95  | 1,388                       | 2.72      | 93.2   | 2,815                       | 1,431,500                

|(1) | Gold equivalent ounces (Au eq oz) were calculated by
      using US$800/oz for Au and US$12.5/oz for Ag.                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Metallurgical recoveries are not applied to resource
      values. Contained metal estimates assume 100% recoveries. Some figures may
      not add due to rounding

The
estimates were completed by Dale Richards, Pr.Sci.Nat., the Companys Group
Mineral Resource Geologist, under the supervisions of Phil Bentley, Pr.Sci.Nat.,
Great Basin Golds Vice President: Geology & Exploration, who is the
Qualified Person as defined by Canadian Securities Regulations in National
Instrument 43-101 for the estimate.

The revised technical report was completed in November  2009 (effective date June 17, 2009) and filed on www.sedar.com.

The
total estimated measured and indicated mineral resources prior to the depletion
from trial mining was 1.549 million Au equivalent ounces and is comparable with
the 1.569 million Au equivalent ounces grading 0.87 oz/ton (29.71 g/t) Au and
4.57 oz/ton (156.68 g/t) Ag at a 0.25 oz/ton cut-off announced in June 2008.

There
are internal differences between the 2009 and 2008 estimates, which are mainly
related to modifications to resource estimation procedures described below:

- Empirical geological measurements have confirmed the previous model
  slightly over estimated the width of the veins, hence, tons were over
  estimated but, at the same time, grade was under estimated. The current
  estimate utilizes an improved method for modeling the veins (a mathematical
  algorithm with a minimum tolerance of a 6 inch vein width) and, coupled with a
  partial percentage estimate, has led to a higher accuracy in estimating the
  volume from the wire- frame model of the veins;
- Grade interpolation within the vein wire-frames was done using Inverse
  Distance Squared statistics in the current estimate (instead of Ordinary
  Kriging geo-statistics);
- Search radii utilized to categorize the confidence of grades within the
  vein wire-frames were decreased (100 ft/30 m for measured and 280 ft/85 m for
  indicated) and the average distance of informing samples was introduced, which
  increased the stringency for the measured and indicated categories; and
- The minimum number of samples to inform a given block was increased to 3
  (compared to 2 in the previous estimate).

---

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

Table 16: Total Vein Drill Intercepts Hollister November 2009

|Total
        vein drill intercepts Hollister November 2009
|-----------------------------------------------------------
|Vein
        widths                                        
|0  2,5 ft                                                 
|2.6  5.0
        ft                                       
|> - 5.0 ft                                                 

The
outcome of these changes is a more conservative approach to resource
classification that more closely reflects what is observed empirically
underground. Consequently, the tonnage in the measured category has decreased
but grade has increased. Tonnage in the indicated category has increased because
of reclassification and tonnage in the inferred category has increased as a
result of reclassification and additional drilling testing the extent of
mineralization.

As
the mine development progresses, evaluation and upgrade of the mineral resources
from the inferred and indicated categories to a measured category will provide
data to assess the potential for reducing the cut-off grade. Also, the current
testing of various mining technologies may reduce stoping costs, and expand the
opportunity to exploit certain narrow veins that would otherwise not be
considered in the mine plan. Employing a lower cut-off grade would allow lower
grade material in the indicated category to be included in the resource.

The
depth extent of the vein system is yet to be fully established. Therefore, to be
conservative, inferred resources have been constrained to a depth of
approximately 1,200 ft (380 m) below surface. Certain areas of previous
indicated resources have also been re-categorized into inferred because of
lesser density of sampling data. Inferred resource grades have increased from
0.510 oz/ton to 1.34 oz/ton Au and 1.43 oz/ton to 2.72 oz/ton Ag because of the
localized extrapolation of well-defined areas of higher grade material in the
measured and indicated categories. There is a noticeable decrease in Ag grades
from measured to inferred categories, which reflects the occurrence of the
Agselenide naumanite in the well drilled and sampled high grade shoots as
opposed to lesser borehole data in the inferred zones. The lack of sample
density in the inferred material underpins the lower confidence in the resources
in this category.

Mineral Reserves

Mineral
reserves are determined using a cut-off grade of 0.33 oz/ton Au (11.3 g/t). The
portion of the mineral resources that were included in the mine plan were
modified based on mining dilution (minimum mining width 42), mining gold losses
(6%), metallurgical recovery (90%) and royalties (2.5%) to the equivalent of
proven and probable reserves disclosed in the table below:

Table 17: Proven and Probable Reserves as of February 2009 
HDB

|Proven
        and Probable Reserves as of February 2009
|--------------------------------------------------------
|Reserve category                                        
|Proven                                                  
|Probable                                                
|Total Proven and Probable                               

|(1) | The cut-off grade for reserves was calculated using the
      direct operating cost achieved during steady state production, excluding
      taxes and contingencies.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Gold equivalent was calculated using US$800/oz for Au and
      US$12/oz for Ag.                                                                                     
|(3) | Metallurgical recoveries not applied to contained metal values.                                                                                                      

---

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

The mineral reserves were compiled by Johan Oelofse, Pr.Eng., FSAIMM, Vice President of Great Basin Gold, and reviewed by Stephen Godden, CEng, MIMMM., of S. Godden and Associates, both of whom are qualified persons. Mr Godden is independent of the Company. Proven
reserves were classified according to mine infrastructure and current access as
the economically mineable part of the measured resources that were expected to
be mined during 2009. The remainder of the economically mineable part of the
measured and indicated resources were classified as probable reserves, and
according to the mine plan are expected to be extracted over the next eight
years. The proven and probable reserves have been determined in accordance with
Canadian regulations under NI 43-101.

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

The disclosure to the end of the Hollister and Esmeralda sections has been updated by the Company to year end and post dates the technical report:

The lower than planned ounces extracted during 2009 was a result of the slower tonnage build-up during the year as well as the loss in production during November 2009 as a result of the accident. The estimate made of proven resources therefore remains appropriate.

Underground Drilling

Underground
drilling is an important phase of evaluation, enabling more detailed delineation
of vein mineralization. The updated vein model recognizes 19 discrete veins
constituting the Gwenivere and Clementine systems. Drilling on both the
Clementine and the Gwenivere veins has revealed complex structural controls to
the mineralization. The geological continuity of the Clementine vein system has
now been extended to nearly 2,800 ft (854 m) from the previous drill-outlined
strike, and the Gwenivere system has been found to coalesce with the Clementine
system with a noticeable thickening of the vein package. Both systems are open
at depth and to the east and west.

Underground
diamond drilling during 2009 totaled 99,143 ft (30,043 m) and included
systematic cover drilling to delineate economic areas (29,488 ft; 8,934 m) as
well as exploration and infill drilling along strike and at depth totaling
69,655 ft (21,108 m).

Surface Exploration

Limited
surface exploration was conducted during 2009, in-line with the Companys
strategy to allocate available cash resources to the completion of its
development projects. A geotechnical borehole (1,779 ft; 545 m) was completed
during the year for rock strength testing for the planned west Alimak raise.

During
2009, all available geophysical and geological exploration data was collated,
reviewed and is still in the process of being reinterpreted. Further detailed
(600 ft centers) ground gravity surveying was completed, and a reassessment of
basement structures completed. Multi-element geochemistry data is being
integrated with the structural and geophysical interpretations. This work
improving the understanding of the plumbing system that hosts the Hollister
gold mineralization and increasing the prospectivity of the HDB and surrounding
mineral targets.

Trial Stoping and Milling

Although the results from the continued trial mining remain
positive and provide invaluable information as to optimizing the extraction of
the narrow veins, the lower than planned ore tons for the year (70,562 actual vs
109,645 planned) was a disappointment. Development of the trial stopes took
longer than originally planned with the resulting impact on the extraction of
ore tons. During November 2009 a safety incident resulted in the closure of the
mine for 3 weeks while the safety inspection was conducted by the Department of Mine Safety and Health Administration (MSHA)
following an accident which fortunately did not result in serious injury.
Management has estimated that this accident caused (direct and indirect) the
loss of approximately 15,000 Au eqv oz. Only 16,000 tons was extracted during
the fourth quarter of 2009 of which 7,542 ore tons was extracted in December
2009. Ore tons are steadily increasing with 9,850 tons extracted in January
2010. Management has since worked closely with MSHA and has mitigated the safety
risks that were identified during the safety inspection

---

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



The grade of 1.15 Au eqv oz achieved for the year is also less
  than the planned grade of 1.22 Au eqv oz due to the delay in accessing the
  planned higher grade stopes in the fourth quarter of Q4 of 2009. A positive
  development has been the increase in grade in the fourth quarter to 1.23 Au eqv
  oz per ton from the 0.99 Au eqv oz per ton achieved in the second and third
  quarters of 2009. Grades in excess of 1.10 Au eqv oz per ton continued into the
  2010 trial stopes.

Cash production costs1 (excluding haulage and
milling) for the year decreased by 13% from US$480 in 2008 to US$423 per ton in
2009. On a Au equivalent basis cash production costs2 (excluding
haulage and milling) increased by 22% from US$300 in 2008 to US$367 in 2009. The
2008 cost per ounce was influenced by the extraction grade of 1.6 Au eqv oz for
the year while the lower than planned production from trial mining in 2009 had a
negative impact on the per ounce unit costs. Volume of production has a
significant impact on the unit costs for the Hollister operation due to the
relative size of the operation. Fixed costs represent in excess of 55% of total
costs.

At December 31, 2009, a total of 41,683 tons, containing an
estimated 41,446 Au eqv. oz, had been accumulated in a surface stockpile.

The ore purchase agreement entered into in November 2008 with
Newmont Mining Company (Newmont) and its Midas mill was concluded with the
delivery of the final 3,040 tons under the agreement in January 2009. In total,
15,115 ore tons were sold to Newmont under this agreement and 22,852 gold
equivalent ounces were recovered.

During November 2008, 4,695 dry tons were shipped to Kinross
Gold Corporations (Kinross) Republic mill for metallurgical testing. During
February 2009, it became evident that the circuit at the Kinross mill is not
ideally suited for Hollister ore as the crushing and blending of this material
will take months to complete, primarily due to its high metal content. An ore
purchase agreement was reached with Kinross and as a result, US$6.7 million in
net revenue from 11,003 gold equivalent ounces was recognized from this
agreement after the 30% retention by Kinross of the metal value as charges for
toll milling. Calculated milling charges amounted to US$260 per Au equivalent
ounce.

In March 2009 an ore purchase agreement was concluded with
Newmont to utilize its Midas mill to treat stock pile material, thereby
releasing working capital. A total of 27,860 tons under the agreement with
Newmont were delivered. 24,824 Au equivalent ounces were recovered resulting in
a recovery grade of 0.90 Au equivalent ounces per ton (32.37 g/t). Milling
charges were based on an average metal retention of 20% resulting in a cost of
US$190 per Au equivalent ounce.

At capacity the Esmeralda mill will be able to treat all
production from the trial mining activities at Hollister. Management is however
investigating alternative milling options to reduce the size of the stock pile
as at December 31, 2009 and unlock the working capital invested by extracting
the ore.

___________________________________3 Cash
production cost is a non-GAAP measure and is calculated by deducting
depreciation from production costs

---

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

Development

Atotal of 1,440 ft (436 m) of development has been
completed during the fourth quarter of 2009, which brings the total for the year
to date to 10,312 ft (3,125 m). 6,966 ft (2,111 m) waste development was
directed at accessing the different veins at different levels of which 3,346 ft
(1,014 m) was on-vein development.

Financial Analysis

The
tables below provide a summary of the key parameters and results of the
financial analysis. The proven and
probable reserves that form the basis of the financial analysis have been
determined in accordance with Canadian regulations under NI 43-101, which differ
from the SECs standards for such classification.

Table 18: Financial Analysis Assumptions  Hollister Property

|Assumptions                                                                | 2009 Hollister Report                                                                                                                               
|-------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Au price                                                                   | US$800/oz                                                                                                                                           
|Ag price                                                                   | US$12/oz                                                                                                                                            
|Proven & probable reserves                                                 | 1,284,503(1)tons @
      0.87 oz/ton Au @ 4.58 oz/ton Ag @ 0.33 oz/ton cutoff 1.1
      million oz Au 5.9 million oz Ag 1.2 million oz Au equivalent
|Percentage of measured & indicated resources used in
      financial model | 80%                                                                                                                                                 
|Gold recovery                                                              | 90%                                                                                                                                                 
|Silver recovery                                                            | 90%                                                                                                                                                 

|Note:
|-----
|(1)  

Regarding
the mining capital cost table below, the trial mining conducted by the Company
up to December 31, 2009 indicates additional development required to maximize
the extraction of the high grade veins. Improving the safety and ventilation of
the underground workings necessitates additional development capital to be spent
on life of mine raises and sill pillars.

The
life of mine capital costs includes underground development for a 10 year mine
life and acquisition and refurbishment costs of the Esmeralda Mill.

---

| |  46 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

Table 19: Capital Cost Estimates  Hollister Property

|Capital Costs
        (US$ Millions)               | 2009 Hollister Report
|-------------------------------------------------- | ---------------------
|Underground
      exploration & development        | 53                   
|Esmeralda Mill (acquisition &
      refurbishment) | 10                   
|Infrastructure                                     | 17                   
|Surface equipment                                  | 3                    
|Sub total                                          | 83                   
|LOM (sustaining)
      capital                     | 27                   
|                                                   |                      
|Total project
      capital                        | 110                  
|Capital spent
      up to December 31, 2008        | 53                   
|Remaining capital cost (from January 1, 2009)      | 57                   

Regarding
the cash cost table below, cash costs include direct and indirect development
costs, engineering, environmental, safety, plant and site services, geology,
general and administration, workmans compensation, insurance, property tax,
royalties, ore haulage, milling costs and contingencies in each section. The
cash costs also include haulage cost to the Esmeralda Mill.

Table 20: Cash Cost Estimates  Hollister Property

|LOM Avg. Cash
        Costs (US$/oz Au Eq) | 2009 Hollister Report
|------------------------------------------ | ---------------------
|Mine costs                                 | 222                  
|Development                                | 60                   
|Ore transport                              | 61                   
|Milling                                    | 50                   
|Administration                             | 33                   
|Total                                      | 426                  

Regarding
the total life of mine cost table below, the total costs per gold equivalent
ounce include cash costs plus proceeds on mineral taxes, federal income tax,
contingencies and depreciation and amortization.

Table 21: Total Cost Estimates  Hollister Property

|LOM Avg. Total
        Costs (US$/oz Au Eq) | 2009 Hollister Report
|------------------------------------------- | ---------------------
|Total costs                                 | 559                  

---

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

An
after tax cash flow schedule has been developed for the current production
scenario and the capital and operating costs disclosed herein. The cash flow
includes royalties and taxes payable. The results, at a cut-off of 0.30 oz/ton,
show an estimated NPV of US$129.6 million at a 5% discount rate and an internal
rate of return of 41.%.

Table 22: Financial Analysis  Hollister Property

|Financial Analysis
        (After Tax) | 009 Hollister Report                 
|-------------------------------------- | -------------------------------------
|IRR                                    | 41. %                                
|NPV (5% discount
      rate)           | US$129.6 million                     
|NPV (10% discount
      rate)          | US$93.8 million                      
|Payback                                | 5 years                              
|Mine life                              | 10 years, including one year
start up

Sensitivity Analysis

A
sensitivity analysis was done against the variables of cut-off grade to
illustrate the impact on Au Eq oz, IRR and NPV (discounted at 10%). The table
below illustrates the impact for cut-off grades of 0.25 oz/ton, 0.30 oz/ton and
0.35 oz/ton of gold. The cut-off grade incorporates input variables for gold price,
operating costs, metallurgical recoveries, mining dilution and gold losses.

Table 23: Sensitivity Analysis Using Different Au Cut-Off
Grades  Hollister Property

|Cut-off Grade
        Au oz/t | Tons 
        (000s) | Au 

(000s oz) | Ag 

(000s oz) | Au Eq

(000s oz) | Post Tax IRR | Post Tax NPV (10%) US$
      million
|----------------------------- | -------------------- | -------------- | -------------- | ---------------- | ------------ | ------------------------------------
|0.25                          | 1,398                | 1,186          | 5,943          | 1,257            | 47.2         | 106.4                               
|0.30                          | 1,285                | 1,114          | 5,883          | 1,184            | 41.2         | 93.8                                
|0.35                          | 998                  | 916            | 4,365          | 968              | 44.1         | 73.6                                

|Notes:
|------
|(1)   
|(2)   

A
sensitivity analysis was completed against the variables of gold price to
illustrate the impact on IRR and NPV (discounted at 5%).

Table 24: Sensitivity Analysis Using Different Gold Prices 
Hollister Property

|Gold Price Sensitivity | Post Tax IRR | Post Tax NPV (5%) US$
      million
|---------------------- | ------------ | -----------------------------------
|US$700/oz              | 25.0%        | $73.2                              
|US$800/oz              | 41.2%        | $129.6                             
|US$900/oz              | 59.3%        | $185.3                             

Plans

The
Company plans to continue its trial mining (ore removal and test-processing)
activities at the HDB within the allowable ore tonnage authorizations of its
existing permits. Using the existing infrastructure, the planned 2010
underground bulk sampling program will develop approximately 233,000 tons of
rock (both waste and ore), similar to the volume of rock developed and removed
from the underground workings in 2009. Management anticipates that the
planned 2010 activities could result in the extraction of approximately 103,000
tons of ore containing an estimated 120,000 Au eqv oz. This ore will be
processed off-site in accordance with the Water Pollution Control Permit to
determine its metallurgical characteristics. The Company intends to make use of
the recently refurbished Esmeralda Mill as well as other metallurgical
facilities to process the ore currently stockpiled as well as the ore to be
extracted during 2010. The stockpile contains an estimated 41,446 Au eqv oz and
applying a recovery factor of 88% will result in an estimated 36,500 Au eqv
ounces to be recovered from processing the stockpile. The Company expects to
recover an estimated 135,000 Au eqv oz in 2010.

---

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

A
key objective of the test mining and processing activities during 2010 will be
to reduce the cost of these activities. Management has targeted cash costs
(inclusive of milling and haulage) of US$470 per Au eqv ounce for the year.

Underground
exploration drilling in 2010 will primarily focus on testing the depth, west and
northern extensions of the vein systems. Cross-cuts to the north are planned to
provide systematic drill platforms which will enable testing the system at
depth. Current interpretation of the base of the Clementine vein system on the
Hollister property is approximately 4,900 ft. The Gwenivere system is still open
at depth. During 2009, a new vein system called Gloria was discovered northwest
of the Clementine vein system. This target and others to the north of the
current workings will be further tested during 2010 as development providing
appropriate drill platforms is completed.

The
Company will also continue working on preparation of the required Environmental
Impact Statement for the Hollister Project and will continue to refine its
resource estimates. The current resource estimates will be reviewed in the next
few months incorporating additional borehole and underground sampling as well as
using a variety of estimation techniques. The base of the mineral system remains
geologically unconstrained and is an important exploration target.

Esmeralda Property

The
Company purchased the Esmeralda property on November 30, 2008 for an aggregate
consideration of $2,403,600 (US$2,000,000).

The
Esmeralda Mine and Property consist of patented and unpatented mining claims,
fee lands, water rights and a mill. Other features of the Esmeralda Property
include crushing facilities, stockpile areas, waste rock facilities and roads.

Esmeralda
is approximately 220 miles (354 km) from Winnemucca and approximately 290 miles
(467 km) from the Hollister property with 80% of that distance over paved roads.

Permitting

An
application package to renew the Esmeralda National Pollutant Discharge
Elimination System (NPDES) permit was prepared and submitted on June 10, 2009.
The renewal permit would allow a conditional discharge of water to surface
waters.

The
application for the transfer of water rights from Metallic Ventures US Inc, the
previous operator of the mill, to Great Basin Gold was submitted and approval
remains pending.

On
September 1, 2009, the NDEP approved the commencement of milling operations and
the processing of Hollister ore. Approval for other "thermal" units requires a
Nevada Mercury Control Permit, the application for which is pending.

Mining

A
desktop study has been completed during the year to evaluate the exploration and
mining potential of the Esmeralda property. The study involved the collection
and review of the historical database, review of the permits and on-site
rehabilitation of one of the declines to gain underground access to some of the
historical stopes. It is expected that a recommendation to the Board will be
made during the year at the appropriate time once the mill is operating at
steady state and an accurate determination of excess capacity in the mill can be
made.

---

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

Geology

Structural control is the most important factor in the
localization of deposits in the Esmeralda district. There is a close spatial
relationship between deposits (veins) and the north-south faults. Nearly all
production of gold-rich ores came from mines located within 500 ft (152 m) of
faults of this system. A property-wide geological assessment has indicated the
presence of significant untested down-faulted epithermal vein targets
immediately east of previous opencast and underground operations.

Significant drill targets occur in the covered and/or undrilled
area between the Humboldt and Ann Pits and east of the Martinez area.

Refurbishment of mill

Refurbishment of the mill has been completed and the mill was
commissioned on September 9, 2009 and the facility commenced processing ore from
the Hollister Project.

Higher grade ore was fed into the Esmeralda mill during the
fourth quarter of 2009 when 8,070 ore tons was processed through the mill.
Improvements to the circuit impacted on the throughput in the mill. The mill
continues to show an increase in throughput and 5,134 tons was processed in January
2010. An Au eqv recovery factor of 81% was achieved in the fourth quarter of
2009 with 5,296 Au eqv oz contained in the process as at December 31, 2009. The
carbon from the mill was only sent to a refinery in January 2010 and, therefore,
the Company did not account for any revenue in Q4 2009. Processing costs for the
fourth quarter of 2009 amounted to US$142 per ton because the mill was in the
ramp-up phase with low production throughput. Fixed overheads once again
impacted on the unit cost of the mill due to the capacity of the mill. Cost for
haulage from Hollister to Esmeralda amounted to US$60 per ton.

The
metal content in the ore remains the limiting factor in the mill throughput. In
October 20, 2009, the Company reported that the NDEP granted approval of the
Esmeralda Water Pollution Control Permit, allowing the Company to continue with
the installation of the Gekko System, an In-Line Leach Reactor (ILR) which
optimizes the recovery of gold from high grade concentrate streams. In addition
to concentrate leaching in an ILR, the Gekko system includes a gravity and
flotation section, which will capture free gold and silver up front, thereby
reducing the feed grade to the process flow. Nevada environmental regulations
require a mercury emission permit to operate the electro winning cells for the
Gekko system. The application for this permit can only be finalized once the
required engineering designs have been completed, which is expected in the first
quarter of 2010.

Delays
in obtaining all of the required environmental permits to operate the Gekko
system necessitated management to launch a project to optimize the current
milling circuit. The objective of the optimization project is to achieve a
consistent mill throughput of 350 tons per day for ore containing metal in
excess of 1 Au eqv oz per ton. Design changes to achieve this objective include:

- Adding a cone crusher and refurbishment of the second ball mill to reduce
  the grind and thereby the leach time.
- Optimizing the leach circuit by converting three tanks to carbon-in-leach
  (CIL)
- Adding another carbon stripping unit and thereby doubling the carbon
  stripping capacity.
- Adding lead-nitrate to the process to increase Au and Ag recoveries.

---

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

Approval
has been obtained from the NDEP in January 2010 to install the existing drying
oven and furnace that has been removed for refurbishment. Once re-installed,
this will allow for treatment of the gold solution and for doré bars to be
poured on site. Being able to treat gold solution is another step in delivering
a stand-alone milling and refining operation.

Plans for fiscal 2010

The
refurbished milling circuit will be optimized to enable mill throughput of 350
tons per day at an average grade in excess of 1.1 Au eqv oz per ton.
Installation and commissioning of the Gekko system will take place once the
required permits have been obtained, which are expected in the third quarter of
2010.

Pending
approval by the Board of Directors of the results of a review of the Esmeralda
property, an exploration and mining plan for the property will be developed.

Ganes Creek Property

Great
Basin Gold signed an agreement with Clark/Wiltz Mining (CWM), effective
November 14, 2007, whereby it can earn an 80% interest in all hard rock mineral
rights on the Ganes Creek Property in Alaska (the Ganes Creek Property) by
expending a total of US$3 million over a period of 3 years.

Subsequent
to evaluation of the results of the 2008 season, as well as the current
strategic plan of Great Basin Gold, it was decided to terminate this agreement
and cease all exploration activities. The disturbance caused by the exploration
program was rehabilitated during the second and the third quarters of 2009.

Tsetsera Property

The
Company concluded a Joint Venture Agreement to enter into an unincorporated
joint venture with G S Minase Refnaria Limitade (GSR) in Mozambique on August
20, 2007 (the JV). The purpose of the JV is to establish a gold exploration
and mining business in Mozambique, whereby the Company will have the exclusive
right to explore all GSRs properties. The Company has the right to earn-in an
80% interest in the JV, and has committed to exploration expenditures of
approximately US$2 million over a three year period on the Tsetsera Property,
which is located 80 km south of Manica in Mozambique, and other properties over
which GSR holds mineral rights. An initial soil sampling and ground geophysics
program has been completed on the property during 2008. Four follow up
exploration targets were delineated from this work and have been incorporated
into a follow-up surface exploration programme in 2010. The Company does not
consider the Tsetsera Property to be material at this time.

GBG Rusaf Gold Ltd.

Work
programmes were curtailed during 2009 to conserve cash. During 2009, Great Basin
has through its subsidiary, GBG Rusaf Gold Ltd (GBGR), maintained exploration
properties in Tanzania and the Kurils Islands in eastern Russia. In Tanzania the
exploration program areas comprise two early drill phase to regional exploration
programs in the following areas:

- Lake Victoria (North-West), including several early stage exploration
  programs and drilling on two targets.
- Lupa (South-West), where the Nkuluwisi project was the focus of a surface
  drilling program.

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Exploration
on the island of Kurils in 2009 included an analysis and modelling of the 33
diamond boreholes completed during 2008 aimed at establishing indicated mineral
resources in the main project area.

During
2009 final results were received and processed from the drill program in
Tanzania (the Lake Victoria goldfields and Lupa goldfields), and East Russia
(Kurils).

Tanzania

Work
undertaken on the Tanzanian properties in 2009 comprised of geological modeling
and mineral resource estimations for the Tanzania Lubando (Geita East), Imweru
(Geita West) and Nkuluwisi (Lupa) targets, revised target classification and
maintenance on the other permits.

Initial resource estimates have been received for the Imweru
(Geita west) and Lubando (Geita east) prospects, which are located in the Lake
Victoria Goldfields along strike of Anglogold Ashantis Geita Mine operations,
and are part of a Joint Venture agreement with Barrick Africa Exploration
Limited (BEAL). The Nkuluwisi Prospect is part of an extensive mineral right
portfolio that GBGR administers in the Lupa Goldfields.

BEAL Joint Venture

GBGR
has entered into a Joint Venture agreement with BEAL to explore certain
properties east and west of the Geita Mine operations (a producing mine that has
established gold resources totaling 109Mt @ 3.67 g/t Au for 12.9 Moz Au (2008
Anglogold Ashanti Annual report)). The Imweru and Lubando are two properties
that have been drill tested to date. Under the terms of the Joint Venture
agreement, GBGR has the right to acquire 100% interest in the Imweru properties.
BEAL has a 20% carried interest up to a decision to mine, at which point they
have to contribute or dilute to a 2% net smelter return (NSR). BEAL also has a
first right of refusal in terms of which BEAL can buy GBGRs 80% interest of the
property at an agreed value after completion of a Bankable Feasibility Study.

Imweru (Geita west)

The
Imweru gold property is located approximately 80 km east of the city of
Mwanza, northern Tanzania, within the western Geita greenstone belt, Lake
Victoria Goldfields. Access is year around by improved dirt roads. The property
consists of three concessions (PLs) with a total nominal area of 251 square km.
The property is hosted in metabasalts of the Archean Lower Nyanzian Group of the
Tanzanian Craton. Mineralization is characteristic of orogenic gold deposits,
consisting of disseminated sulphide replacement associated with silicification.
Exploration on Imweru began in 2001 with surface sampling and geological
mapping. A ground geophysical survey in May 2003 identified anomalies for
exploration drilling. Drilling consisted of rotary air blast (RAB), reverse
circulation (RC) and diamond drilling totaling 65,989 m in 1,322 holes.
Discontinuous mineralization in multiple zones has been identified over
approximately 10 km strike length to approximately 200 m depth.

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Table 25: Imweru Mineral Resource

|Resource
      Category | Cutoff Grade g/t | Tonnes                         | Au g/t         | Au g                           | Tons                           | Au oz/t           | Au Oz                  
|----------------------- | ---------------- | ------------------------------ | -------------- | ------------------------------ | ------------------------------ | ----------------- | -----------------------
|Inferred                | 1.5 1.0 0.5      | 2,712,487 4,715,440 17,649,898 | 2.88 2.05 1.11 | 7,816,012 9,666,653 19,582,015 | 2,989,975 5,197,830 19,455,482 | 0.084 0.054 0.032 | 251,294 310,790 629,585

Note: Composites were capped at 25 g/t
gold.

Lubando (Geita east)

The
Lubando gold property is located approximately 100 km southwest of the city of
Mwanza, northern Tanzania, within the eastern Geita greenstone belt, Lake
Victoria Goldfields. Access is year around by improved dirt roads. The property
consists of three concessions (PLs) with a total nominal area of 74.7 square
km. The property is hosted in metabasalts of the Archean Lower Nyanzian Group of
the Tanzanian Craton. Mineralization is similar to Imweru (above), consisting of
structurally controlled disseminated sulphide replacement associated with
silicification. Exploration on Lubando began in November 2000 with surface
sampling and geological mapping. A ground geophysical survey in May 2001
identified anomalies for exploration drilling. Drilling consisted of RAB, RC and
diamond drilling totaling 27,770 m in 670 holes. Continuous mineralization in
four zones has been tested over approximately 1.3 km strike length to
approximately 200 m depth. In 2008, GBGR completed 24 drill holes for a total of
3,199 m drilled. This drilling was completed by Major Drilling Tanzania using a
combination of both RC and core (Longyear 44). Core size was NQ with high
recoveries.

Table 26: Lubando Mineral Resources

|Resource
        Category | Cutoff Grade g/t | Tonnes                        | Au g/t         | Au g                          | Tons                          | Au oz/t           | Au Oz                  
|------------------------- | ---------------- | ----------------------------- | -------------- | ----------------------------- | ----------------------------- | ----------------- | -----------------------
|Measured                  | 1.5 1.0 0.5      | 81,550 120,190 184,150        | 3.23 2.59 1.95 | 263,340 311,500 359,090       | 89,894 132,480 203,000        | 0.094 0.076 0.057 | 8,450 10,060 11,570    
|Indicated                 | 1.5 1.0 0.5      | 273,980 360,960 509,420       | 2.92 2.52 1.99 | 799,950 909,730 1,013,740     | 302,010 397,880 561,530       | 0.085 0.074 0.058 | 25,670 29,440 32,560   
|Total M &
      I         | 1.5 1.0 0.5      | 355,530 481,150 693,570       | 2.99 2.54 1.98 | 1,063,290 1,221,230 1,372,830 | 391,904 530,360 764,530       | 0.087 0.074 0.058 | 34,210 39,500 44,130   
|Inferred                  | 1.5 1.0 0.5      | 1,032,120 1,255,380 1,900,140 | 3.05 2.72 2.03 | 3,142,940 3,419,300 3,857,280 | 1,137,710 1,383,810 2,094,500 | 0.089 0.079 0.059 | 101,250 109,320 123,570

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Lupa / Chunya Goldfield

The
Company administers 127 mineral properties in the Lupa / Chunya goldfields in
southern Tanzania through subsidiaries to GBGR (Shield Resources and Premier
Mining). The Lupa Goldfield occupies a triangular area of about 2,600 square km,
approximately 850 km from Dar es Salaam and 80 km northwest of the commercial
centre Mbeya.

Nkuluwisi (Lupa Goldfield)

The
Nkuluwisi gold prospect is located approximately 15 km northwest of the village
of Saza, within the Lupa Goldfield in southwestern Tanzania. Nkuluwisi gold
mineralization is hosted within a felsic and mafic intrusive complex and occurs
in one of two structural corridors (the second termed Rukwa), which are
defined by elongate magnetic susceptibility lows. The Nkuluwisi zone is a zone
of major displacement 20 km long and up to 1.8 km wide. It is known to contain
about a thousand auriferous quartz veins. Historical production from the Lupa
Goldfields is estimated to be over 23 tons of gold produced from about 80 sites
in placers, rubble zones and lodes. Lode mining began in 1934 at Ntumbi and in
1939 at New Saza. The New Saza mine (1939-65) produced 8.4 tons of gold grading
7.5 g/t, and the Ntumbi mine (1937-65) produced 1.7 tons of gold grading 12.1
g/t (unverified from Taiga Consultants Ltd). A total of 18.6 tons of gold have
been reported (unverified) from the Lupa area, but it is estimated that
production has actually exceeded 30 tons.

A
total of 111 holes totaling 13,440 m were drilled and sampled and 49 surface
samples were taken along an approximately 1 km long strike length through an
approximate 50 m wide corridor; holes were drilled to a depth of 100 m. Of
these, 41 drill holes and 18 surface samples are within the block model area
which was used to evaluate the mineral resource. Section-line spacing along the
identified mineralized zone is approximately 125 m. There were also several
holes drilled outside of the main target zone, approximately along strike of the
shear structure, and an additional 500 m east and west of the main target
area.

Table 27: Nkuluwisi Mineral Resources

|Resource Category   | Cutoff Grade g/t | Tonnes                      | Au g/t         | Au g                        | Tons                        | Au oz/t           | Au Oz                
|------------------- | ---------------- | --------------------------- | -------------- | --------------------------- | --------------------------- | ----------------- | ---------------------
|Measured            | 1.5 1.0 0.5      | 71,880 147,825 553,500      | 2.06 1.63 0.93 | 148,430 240,930 515,600     | 79,240 162,940 610,100      | 0.060 0.047 0.027 | 4,750 7,650 16,470   
|Indicated           | 1.5 1.0 0.5      | 215,320 491,400 2,147,850   | 1.88 1.54 0.86 | 405,870 754,650 1,867,500   | 237,350 541,670 2,367,600   | 0.054 0.045 0.025 | 12,810 24,370 59,190 
|Total M &
        I | 1.5 1.0 0.5      | 287,200 639,225 2,701,350   | 1.93 1.56 0.88 | 554,300 995,580 2,383,100   | 316,590 704,610 2,977,700   | 0.055 0.045 0.025 | 17,560 32,020 75,660 
|Inferred            | 1.5 1.0 0.5      | 286,200 1,459,350 4,582,600 | 2.03 1.42 0.91 | 582,980 2,081,180 4,198,100 | 315,470 1,608,640 5,051,400 | 0.059 0.041 0.026 | 18,610 65,950 131,330

Note: Composites capped at 7.2 g/t
gold.

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All
the Tanzanian resource estimates were carried out using block models constructed
in GEMS (Gemcom). The block models consist of blocks measuring 5 m by 5 m by 5
m. No rotation was applied to the model. Grade for gold was interpolated into
blocks using Inverse Distance to the fifth power (ID). In all cases a cut-off grade of 0.5 g/t gold was based on a gold price of US$850/oz and assumed 100%
metallurgical recovery. Dale Richards and Phil Bentley (GBG Ltd) were Qualified
Persons in respect of the estimation, which adhered to CIM (2005) definitions
for Mineral Resources.

Current Synopsis

- Mineralisation was intersected on all targets, and there is upside along
  strike, sub-parallel and at depth on all targets;
- The Imweru target drilling was not fully completed due to a cash
  preservation decision, and still requires more work;
- The Nkuluwisi target is part of a more extensive shear corridor stretching
  10 km from Rukwa Mine to Mapalala;
- Likewise the Lubando target is part of a more extensive shear corridor
  with potential for sub- parallel and along strike mineralization under cover;
- The Tanzanian targets drilled, were, in the writers opinion, not
  necessarily the pick-of-the- crop, as there are in the order of 27 other
  follow-up targets in those areas that also need drill testing.
- The further understanding of structural controls in all areas of
  mineralization will be a critical step to successful targeting and resource
  delineation;
- There is still a considerable resource potential in the areas drilled, as
  well in the surrounding areas;
- Cognisance should be taken that future resource delineation and potential
  turning to account will involve clusters of mineralized zones on a given
  structure or proximal sub-parallel splays.

It
can be concluded that there is a considerable amount of preliminary exploration
work still to be completed on the GBGR properties. A number of permits overly
significant strike extents of prospective structures that still require
systematic exploration and potentially drilling. This process will ultimately
allow a sizeable reduction and focusing of the portfolio.

East Russia (Kurils Islands)

The
Kurils Project is located in eastern Russia, on Iturup Island in the Kurils
Island chain north east of Japan. GBGR, through Kurils Resources LLC, manages a
13,800 Ha mineral exploration concession in the northern area of the island of
Iturup, Kuril Islands, Russia. The Northern Iturup property is approximately 50
kilometres north of the city of Kurilsk, Kuril Islands, Russia. The licence area
is considered remote and is currently accessed all year round by air, water and
road which require one to two days to travel from Yuzhno Sakhalinsk. The licence
is registered with the Territorial Fund of Information on Natural Resources for
Sakhalin Oblast No. 27-06-56/1 in the name of Kurils Resources LLC. Under the
terms of a licence dated November 16, 2005, Kurils Resources has a 100% interest
in the North Iturup property and will maintain such a 100% interest by
completing predetermined staged exploration work and minimal annual payments. It
has been ascertained that the permit can be renewed for a further 5 years from
Sep 30, 2010, subject to an appropriate application by March 2010.

The
project is conspicuous being located on an active volcanic arc. The permit
(approximately 90km2) straddles a number of andesite volcanic complexes, and
associated hydrothermal ore deposits and hydrothermal alteration zones are
related to Late Cenozoic magmatism (present to 19 Myr) of the Kuril Arc. The
metallogeny of this arc system is characterized by, 1) skarn Fe deposits on
continental-margin terranes, 2) volcanogenic massive sulfide Cu-Pb-Zn, Ba
deposits and bedded Mn deposits associated with submarine volcanism, 3)
epithermal vein-type Cu-Pb-Zn, Mn, Au-Ag deposits.

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Work
programmes over the last 2 years have advanced the geological understanding of
the volcanic complexes, and the 2008 programme should permit a mineral resource
estimate (certain diamond borehole analyses are still being processed. The 2007
reconnaissance work on 7 selected targets located throughout the concession area
prioritised three targets namely Svetloye, Dolnyskoye and Sofinskoye. The
current objective is to confirm the prospectivity of each of these targets for
potential of between 0.5 and 1.5 Moz Au.

The
North Iturup Property has no historic prospects or production. Exploration work
on the licence area was conducted by the regional government office of Sakhalin
Geological Exploration Expedition (SGEE) between 1960 and 2005. This exploration
work included geological mapping, trenching, sampling, geophysics and
interpretation. The Peres deposit has received the majority of the historical
detailed exploration work by SGEE. This work included local surface mapping,
sampling and trenching. In the 1990s, an estimated 500 m of trenching were
excavated and mapped with continuous channel sampling (82 samples) and
subsequent geochemical analysis using spectrometry and fire assay at various
(uncertified) Russian laboratories. The best results returned values (arithmetic
averages and apparent widths) of 40 m grading 9.93 gpt Au and 35 m grading 5.57
gpt Au. The true width of individual mineralized tuff units (multiple) is
estimated at 5 m to 10 m. The true overall width of mineralization is currently
unknown.

GBGR
has completed an exploration program consisting of sampling and drilling
sufficient to complete a Mineral Resource estimate on one prospect within the
(Peres) deposit. The initial drilling program was completed during 2008 at
Kurils on the Peres target, and comprised 33 diamond boreholes. The initial GBGR
objectives were to prove the existence of a minimum of 500,000 ounces of gold
equivalent at a grade of greater than or equal to 1.5 gpt Au. This target size
was not achieved during the 2008 drill program.

The
mineralized zone at Peres is up to 300 m wide with a majority of the current
resource considered potentially open-pitable making it possibly attractive at
lower (1 g/t Au equiv.) grades. The east and to depth extension of the Pere
mineralization is considered to have the highest exploration potential and
further drilling would be targeted along trend and to depth.

The
mineralization in the main zone is associated with quartz veining in Miocene
tuffs which are exposed on the surface for approximately 350 m with an unknown
true width and depth. The tuff units consist of multiple quartz veins and
stockwork with associated alunite, limonite and minor sulphides. Gold grades
(> 20 gpt) are present and associated with near- vertical vuggy quartz veins
from 0.1 m to 2 m wide predominately of low and high sulfidation epithermal
systems. Multi-element ICP analysis suggests that the geochemistry of the
prospect is consistent with a Kuroko  style high sulfidation epithermal
system with anomalous copper-lead-zinc (basically a volcanic exhalative on the
flanks of a rhyolite or rhyodacite dome, proximal to a sub-aerial volcanic
edifice.

Preliminary
resources delineated from the drilling program are shown below.

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Table 28: Kurils Mineral Resources

|Resource Category   | Cutoff Grade g/t | Tonnes                      | Au g/t         | Au g                          | Tons                          | Au oz/t           | Au Oz                 
|------------------- | ---------------- | --------------------------- | -------------- | ----------------------------- | ----------------------------- | ----------------- | ----------------------
|Measured            | 1.5 1.0 0.5      | 398,230 655,710 1,238,620   | 2.90 2.24 1.52 | 1,154,867 1,468,790 1,882,702 | 438,970 722,790 1,365,330     | 0.085 0.065 0.044 | 37,312 46,981 60,075  
|Indicated           | 1.5 1.0 0.5      | 544,100 899,790 1,947,270   | 2.91 2.24 1.42 | 1,583,331 2,015,530 2,765,123 | 599,760 991,840 2,146,880     | 0.085 0.065 0.041 | 50,980 64,470 88,022  
|Total M &
        I | 1.5 1.0 0.5      | 942,330 1,555,500 3,185,890 | 2.91 2.24 1.46 | 2,738,198 3,484,320 4,647,826 | 1,038,730 1,714,630 3,512,210 | 0.085 0.065 0.042 | 88,292 111,451 148,097
|Inferred            | 1.5 1.0 0.5      | 178,060 374,740 805,470     | 2.20 1.64 1.13 | 391,732 614,574 910,181       | 196,280 413,080 887,870       | 0.064 0.048 0.033 | 12,562 19,828 29,300  

The
resource estimate was carried out using a block model constructed in GEMS
(Gemcom). The block model consisted of blocks measuring 5 m by 5 m by 5 m. No
rotation was applied to the model.

Grade for gold was interpolated into blocks using Inverse
Distance to the 5th power (ID5). Eric Fier was the Independent Qualified Person
undertaking these estimations.

Risk Factors

There
are a number of risks that may have a material and adverse impact on the future
operating and financial performance of Great Basin and could cause the Companys
operating and financial performance to differ materially from the estimates
described in forward-looking statements relating to the Company. These include
widespread risks associated with any form of business and specific risks
associated with Great Basins business and its involvement in the gold
exploration and development industry.

An
investment in the securities of Great Basin is considered speculative and
involves a high degree of risk due to, among other things, the nature of Great
Basins business and the present stage of its development. A prospective
investor should carefully consider the risk factors set out below along with the
other matters set out or incorporated by reference in this short form
prospectus. The operations of the Company are speculative due to the high risk
nature of its business which is the operation, exploration and development of
mineral properties. The Company has identified the following non-exhaustive list
of inherent risks and uncertainties that it considers to be relevant to its
operations and business plans. In addition to information set out elsewhere in
this short form prospectus and contained in the Companys annual information
form dated March 27, 2010, for the financial year ended December 31, 2009, which is incorporated by reference into this short
form prospectus, investors should carefully consider the following risk factors.
Such risk factors could materially affect the Companys future operating results
and could cause actual events to differ materially from those described in
forward-looking statements relating to the Company.

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General Mining Risks

There is no assurance that our mineral resources will
ever be classified as reserves under the disclosure standards of the SEC

The mineralized material at the Burnstone Property is currently classified as a measured and indicated resource, and a portion of it qualifies under Canadian and US mining disclosure standards as a proven and probable reserve. The Company advises investors that while the terms 'measured and indicated resources' are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. Investors are cautioned not to assume that all of mineral deposits in the measured and indicated categories will ever be converted into reserves.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.

The exploration for and development of mineral deposits
involves significant risks

Mineral
resource exploration is a speculative business and involves a high degree of
risk. We have completed feasibility study work which outlines mineral reserves
at both the Burnstone Property and the Hollister Property under NI 43-101. The
exploration for and development of mineral deposits involves significant risks,
which even a combination of careful evaluation, experience and knowledge may not
eliminate. Although the discovery of an ore body may result in substantial
rewards, few explored properties are ultimately developed into producing mines.
Significant expenditures may be required to locate and establish ore reserves,
to develop metallurgical processes and to construct mining and processing
facilities at a particular site. It is impossible to ensure that the current
exploration programs planned by us will result in a profitable commercial mining
operation. Significant capital investment is required to achieve commercial
production from successful exploration efforts.

The
commercial viability of a mineral deposit is dependent upon a number of factors.
These include deposit attributes such as size, grade and proximity to
infrastructure, current and future metal prices (which can be cyclical), and
government regulations, including those relating to prices, taxes, royalties,
land tenure, land use, importing and exporting of minerals and necessary
supplies and environmental protection. The complete effect of these factors,
either alone or in combination, cannot be predicted, and their impact may result
in us not receiving an adequate return on invested capital.

The
figures for mineral reserves and 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. In addition, we may not be able to secure drilling contractors, rigs and
personnel during our desired time periods and at our expected costs.

The
estimates 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 judgment used in the engineering and geological interpretation, which
may prove un-reliable, and may be subject to revision based on various factors.

The
Company intends to review and optimize the estimation methodology used to
estimate grade and tonnage at the Hollister Property in order to assist in the
application of the resource model to mine planning. The Companys ongoing
drilling at the Hollister Property will impact the results of this review.

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The Company is unable to predict whether this review and optimization
  process will result in a significant change to the size or grade of the estimates
  contained in the 2009 Hollister Report.

No history of mining operations or profitability

The
Companys properties are in the exploration and development stages. The future
development of any properties found to be economically feasible will require
board approval, the construction and operation of mines, processing plants and
related infrastructure. As a result, Great Basin Gold is subject to all of the
risks associated with establishing new mining operations and business
enterprises including: the timing and cost, which can be considerable, of the
construction of mining and processing facilities; the availability and costs of
skilled labour and mining equipment; the availability and costs of appropriate
smelting and/or refining arrangements; the need to obtain necessary
environmental and other governmental approvals and permits, and the timing of
those approvals and permits; and, the availability of funds to finance
construction and development activities. It is common in new mining operations
to experience unexpected problems and delays during construction, development,
and mine start-up. Such operations are subject to all the hazards and risks
normally encountered in the exploration for, and development and production of
gold and other precious or base metals, including unusual and unexpected
geologic formations, seismic activity, rock bursts, fires, cave-ins, flooding
and other conditions involved in the drilling and removal of material as well as
industrial accidents, labour force disruptions, fall of ground accidents in
underground operations, and force majeure factors, any of which could result in
damage to, or destruction of, mines and other producing facilities, injury to
person and damage to property, environmental damage, delays, increased
production costs, monetary losses and possible legal liability. Milling
operations are subject to hazards such as equipment failure or failure of
retaining dams around tailings disposal areas, which may result in environmental
pollution and consequent liability. In addition, delays in the commencement of
mineral production often occur. Accordingly, there are no assurances that the
Companys activities will result in profitable mining operations or that the
Company will successfully establish mining operations or profitably produce
metals at any of its properties.

Uncertainty of acquiring additional commercially mineable
mineral rights

Most
exploration projects do not result in the discovery of commercially mineable ore
deposits and no assurance can be given that any anticipated level of recovery of
ore reserves will be realized or that any identified mineral deposit will ever
qualify as a commercially mineable (or viable) ore body which can be legally and
economically exploited. Estimates of reserves, resources, mineral deposits and
production costs can also be affected by such factors as environmental
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. Material changes in ore reserves, grades, stripping
ratios or recovery rates may affect the economic viability of any project.

The
Companys future growth and productivity will depend, in part, on its ability to
identify and acquire additional commercially mineable mineral rights, and on the
costs and results of continued exploration and development programs. Mineral
exploration is highly speculative in nature and is frequently non-productive.
Substantial expenditures are required to: establish ore reserves through
drilling and metallurgical and other testing techniques; determine metal content
and metallurgical recovery processes to extract metal from the ore; and
construct, renovate or expand mining and processing facilities.

In
addition, if the Company discovers ore, it would take several years from the
initial phases of exploration until production is possible. During this time,
the economic feasibility of production may change. As a result of these
uncertainties, there can be no assurance that the Company will successfully
acquire additional commercially mineable (or viable) mineral rights.

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

Great
Basin Golds mineral exploration and planned development activities are subject
to various laws governing prospecting, mining, development, production, taxes,
labour standards and occupational health, mine, safety, toxic substances, land
use, water use, land claims of local people and other matters. Although Great
Basins exploration and development activities are currently carried out in
accordance with all applicable rules and regulations, no assurance can be given
that new rules and regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could limit or curtail
development.

Many
of Great Basin Golds mineral rights and interests are subject to government
approvals, licenses and permits. Such approvals, licenses and permits for the
Burnstone Property are, as a practical matter, subject to the discretion of the
South African government. No assurance can be given that Great Basin Gold will
be successful in maintaining any or all of the various approvals, licenses and
permits in full force and effect without modification or revocation. To the
extent such approvals are not maintained, Great Basin Gold may be delayed,
curtailed or prohibited from continuing or proceeding with planned exploration
or development of mineral properties.

Failure
to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions thereunder, including orders issued by regulatory
or judicial authorities causing operations to cease or be delayed or curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions. Parties engaged in the exploration
or development of mineral properties may be required to compensate those
suffering loss or damage by reason of the activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or
regulations.

New laws and regulations or
amendments to current laws and regulations governing operations or more
stringent implementation thereof could have a substantial adverse impact on
Great Basin Gold and cause increases in exploration expenses, capital
expenditures or require abandonment or delays in development of mineral
interests.

A substantial or extended decline in gold prices would
have a material adverse effect on our business

Our
business is dependent on the price of gold, which is affected by numerous
factors beyond our control. Factors tending to put downward pressure on the
price of gold include:

- sales or leasing of gold by governments and central banks;
- strengthening of the US dollar;
- global or regional recession or reduced economic activity;
- speculative trading;
- decreased demand for industrial uses, use in jewellery or investment;
- high supply of gold from production, disinvestment and scrap;
- interest rates;
- sales by gold producers in forward transactions and other hedging;

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- the production and cost levels for gold in major gold-producing nations;
  and
- the cost level (in local currencies) for gold in major consuming nations.

Any
drop in the price of gold would adversely impact our future revenues, profits
and cash flows. In addition, sustained low gold prices can:

- reduce revenues further by production cutbacks due to cessation of the
  mining of deposits or portions of deposits that have become uneconomic at the
  then-prevailing gold price;
- halt or delay the development of new projects; and
- reduce funds available for exploration, with the result that depleted
  minerals are not replaced.

If
gold prices were to decline significantly for an extended period of time, we
might be unable to continue with the exploration and development of our
properties or fulfill our obligations under our agreements or under our permits
or licenses. As a result, we could lose our interest in or be forced to sell
some of our properties.

Although we have no reason to believe that the existence
and extent of any of our properties is in doubt, title to mining properties is
often subject to potential claims by third parties claiming an interest in them

Our
mineral properties may be subject to previous unregistered agreements or
transfers, and title may be affected by undetected defects or changes in mineral
tenure laws. Our mineral interests consist of mineral claims and new order
mining rights, which have not been surveyed, and therefore, the precise area and
location of such claims or rights may be in doubt. The failure to comply with
all applicable laws and regulations, including the failure to pay taxes,
complete filings and other necessary applications or to carry out and file
assessment work, may invalidate title to portions of the properties where our
mineral rights are held.

We are not able to obtain insurance for many of the risks
that we face

In
the course of exploration, development and production of mineral properties, a
variety of risks and, in particular, unexpected or unusual geological or
operating conditions, may occur. It is not possible to fully insure against many
of the risks, and we may decide not to take out insurance against such risks as
a result of high premiums or other reasons. Should such liabilities arise, they
could reduce or eliminate any future profitability and result in an increase in
costs and a decline in the value of our securities.

We
are 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 resulting from exploration and production) is
not generally available to companies in the mineral exploration and mining
industry. Management periodically evaluates the cost and coverage of the
insurance that is available against certain environmental risks to determine if
it would be appropriate to obtain such insurance. Without such insurance, and if
we become subject to environmental liabilities, the payment of such liabilities
could reduce or eliminate our available funds or could exceed the funds we have
to pay such liabilities and result in bankruptcy. Should we be unable to fund
fully the remedial cost of an environmental problem, we might be required to
enter into interim compliance measures pending completion of the required
remedy.

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Risks More Specifically Relating to the Hollister Property

Risks associated with the 2009 Hollister Report

The
2009 Hollister Report prepared on the Hollister Property was prepared to
document the results of a resource update reported in a news release dated June
18, 2008, to update the current status of the HDB project and to support
disclosure in a short form prospectus dated March 4, 2009.

The
following are the principal risk factors and uncertainties which, in
managements opinion, are likely to most directly affect the ultimate
feasibility of the Hollister Property. The mineralized material at the Hollister
Property is currently classified as a measured and indicated resource and a
portion qualifies as proven and probable reserves under NI 43-101. Although
final feasibility work has been done to confirm the mine design, mining methods
and processing methods, construction and operation of the mine and processing
facilities depend on securing environmental and other permits on a timely basis.
Although costs, including design, procurement, construction and on-going
operating costs and metal recoveries have been established at a level of detail
required for a feasibility study, final costs could be materially different from
those contained in the 2009 Hollister Report. There can be no assurance that
infrastructure facilities can be developed on a timely and cost-effective basis.
Energy risks include the potential for significant increases in the cost of fuel
and electricity. Operating costs of the Esmeralda Mill are estimated not to
exceed US$50 per ton, based on the advice of its previous owners, which the
Company believes to be a reasonable number. However, this figure can not be
relied upon until test work is done.

The
2009 Hollister Report assumes specified, long-term price levels for gold of
US$800/oz. The price of this metal has historically been volatile, and the
Company has no control of or influence on its price, which is determined in
international markets. There can be no assurance that the price of gold will
remain at current levels or that it will not decline below the prices assumed in
the 2009 Hollister Report. Prices for gold have been below the price ranges
assumed in 2009 Hollister Report at times during the past ten years, and for
extended periods of time. The development of the Hollister Property is dependent
upon generating adequate cash flow to sustain the capital requirements.

Other
general risks include those typical of very large construction projects,
including the general uncertainties inherent in engineering and construction
cost, the need to comply with generally increasing environmental obligations,
and accommodation of local and community concerns.

Risks associated with the re-commissioning of the Esmeralda
Mill

The
Company is in the process of re-commissioning the Esmeralda Mill. While the
Company expects the re-commissioning to be completed by the end of June, 2009,
there can be no assurance that the Company will meet this target. In addition,
the Company has certain expectations with respect to performance of the
Esmeralda Mill, but there can be no assurance that after the re-commissioning
the Esmeralda Mill will perform to such expectations. A delay in
re-commissioning and lower-than-expected performance could impact the Companys
cash flow.

Risks associated with the Environmental Impact Statement

The
Company sought to have the EIA serve as the basis for its mining permitting
application at the Hollister Property. However, in December, 2008, the Company
was advised that it would have to prepare an Environmental Impact Statement on
the Hollister Property. Preparing the Environmental Impact Statement is a more
in-depth and involved process and as a consequence, there is greater uncertainty
in respect of timing and requirements to successfully complete an Environmental
Impact Statement. Failure or delay to get an Environmental Impact Statement
could materially hinder, delay or preclude the Company moving into production at
the Hollister Property.

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Permit restriction on production

At
the Hollister Property, test mining and bulk sampling commenced during 2008. The
permitted production and processing offsite of ore at the Hollister Property is
currently limited to 275,000 tons of ore per year in accordance with recent
permitting received December 24, 2008. In 2008, the Company recovered 80,305 oz
gold equivalent from approximately 50,161 tons of ore generated at the Hollister
Property. If the Company fails to obtain and/or maintain in good standing the
necessary permits to full production or exceeds the production restrictions on
its current permitting, its trial mining and planned development activities
could cease or be delayed.

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

The
Companys activities at the Hollister Property are subject to extensive federal,
state and local laws and regulations governing environmental protection. We must
obtain governmental permits and provide associated financial assurances to carry
on certain activities. We are also subject to various reclamation-related
conditions imposed under federal or state air, water quality and mine
reclamation rules and permits.

Failure
to comply with the appropriate environmental laws can lead to injunctions,
damages, suspension or revocation of permits and the imposition of penalties.
There can be no assurance that the Company has been or will at all times be in
complete compliance with such laws or permits or that the cost of complying with
current and future environmental laws and permits will not materially adversely
affect our future cash flow and results of operations.

Changes in mining legislation could adversely affect our
operations

The
Bumpers-Rahall Bill, which aims to overhaul the General Mining Law of 1872, is
currently being considered by the U.S. Congress. This Bill relates to hardrock
mining on public lands. This Bill may include a royalty on hardrock mining on
public lands. Should this Bill be enacted into law, the royalty provisions,
whether applicable to gross or net profits, could adversely affect continued
mineral production at the Hollister Property.

Risks More Specifically Relating to South Africa and the
Burnstone Property

General

A
substantial part of our properties and operations are located in South Africa
and are exposed to the political and economic risks relating to South Africa.
These risks may include political and economic uncertainty and related currency
fluctuations.

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

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

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Risks associated with the 2009 Burnstone Report

The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Burnstone Property.  Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, final costs could be materially different from those contained in the 2009 Burnstone Report.  There can be no assurance that infrastructure facilities can be developed on a timely and cost-effective basis.  Energy risks include the potential for significant increases in the cost of fuel and electricity.

The 2009 Burnstone Report assumes specified, long-term price levels for gold of US$800/oz.  The price of this metal has historically been volatile, and the Company has no control of or influence on its price, which is determined in international markets.  There can be no assurance that the price of gold will remain at current levels or that it will not decline below the prices assumed in the 2009 Burnstone Report.  Prices for gold have been below the price ranges assumed in 2009 Burnstone Report at times during the past ten years, and for extended periods of time.  The project will require major financing, including a combination of debt and equity financing.  There can be no assurance that debt and/or equity financing will be available on acceptable terms.

Other general risks include those typical of very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns.  The economics of the Burnstone Property are sensitive to the US Dollar and South African Rand exchange rate, and this rate has been subject to large fluctuations in the last several years.

Changes in mining legislation could adversely affect our
operations

Our
business could be adversely affected by changes in government regulations
relating to exploration, mining and the environment. In South Africa, in order
to maintain security of tenure of our mineral properties, we are obliged to
comply with the MPRDA, the associated regulations and the socioeconomic
scorecard. As a result of this new legislation, the South African government
exercises control over the granting of prospecting and mining rights,
beneficiation, mineral exports and taxation. Applications for prospecting and
mining rights are required to demonstrate their eligibility based on their
compliance with a number of black economic empowerment criteria. These include
factors such as ownership, employment equity, human resources development and
procurement policy.

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Retention of prospecting and mining rights cannot be
guaranteed

In
South Africa, although we have successfully converted all of our old prospecting
rights to new order prospecting rights, and obtained our mining right (effective
February 2009), new order prospecting or mining rights may be suspended or
cancelled where the DME, having followed the requisite procedures under the
MPRDA, determines that the holder is in breach of the provisions of the MPRDA or
the terms under which such new order prospecting or mining rights were granted.
Similarly, rights could be suspended under related legislation in respect of
health and safety and the environment, including where the mineral is not mined
optimally in accordance with the relevant work programme. The MPRDA has also
significantly increased the potential penalties and restrictive provisions
relating to environmental management, environmental damage or pollution
resulting from prospecting or mining activities.

Non-compliance with black economic empowerment(BEE)
initiatives could affect our ability to secure mining rights

In
South Africa, we are required to comply with local procurement, employment
equity, ownership and other regulations which are designed to redress historical
social and economic inequalities and ensure socioeconomic stability. We embrace
and will participate in initiatives intended to redress historical social and
economic inequalities. We consider these initiatives to be a strategic
imperative and we recognize the risk of not pursuing them vigorously or of them
not succeeding.

In
October 2002, the government and representatives of South African mining
companies and mineworkers unions reached broad agreement on the Mining Charter,
designed to facilitate the participation of HDSAs in the countrys mining
industry. Non-compliance with the provisions of the Mining Charter could lead to
loss of mining and related rights.

The
Mining Charters stated objectives include the:

- expansion of opportunities for persons disadvantaged by unfair
  discrimination under the previous political dispensation;
- expansion of the skills base of such persons;
- promotion of employment and advancement of the social and economic welfare
  of mining communities; and
- promotion of beneficiation within South Africa.

The
Mining Charter requires mining companies to ensure that HDSAs hold at least 15%
ownership of mining assets or equity in South Africa within five years and 26%
ownership within 10 years from the effective date of the MPRDA. The Mining
Charter further specifies that the mining industry is required to assist HDSAs
in securing financing to fund their equity participation up to an amount of
ZAR100 billion within the first five years after the implementation of the
MPRDA. Beyond this ZAR100 billion commitment, the Mining Charter requires that
participation of HDSAs should be increased towards the 26% target on a willing
buyer  willing seller basis.

We
are presently in compliance with BEE requirements, but we cannot be certain that
we will continue to be in compliance with the BEE requirements, which
theoretically can be changed by legislative acts of the South African government
at any time. Other future events or circumstances could arguably result in our
non-compliance if, for example, our BEE partner disposes of a sufficient number
of the approximately 19.94 million of our shares purchased by it with borrowed
funds, or if our BEE partner is diluted out of or otherwise loses its interest in such
shares. South African Courts have not yet tested the basic legal precept of
once BEE compliant, always BEE compliant.

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

Our
operations are subject to South African environmental legislation and
regulations, specifically the MPRDA and the National Environmental Management
Act, 1998 (NEMA). Of these, the provisions of NEMA are particularly
far-reaching, especially section.28 thereof, which states that every person who
causes, has caused or may cause significant pollution or degradation of the
environment must take reasonable steps to prevent such pollution or degradation
from occurring, continuing or recurring, or in so far as such harm to the
environment is authorised by law or cannot reasonably be avoided or stopped, to
minimise and rectify such pollution or degradation of the environment. Some have
speculated that Section 28 of NEMA may have introduced the principle of strict
liability with respect to the causation of environmental impacts. The reach of
the relevant provisions of NEMA, however, are still to be interpreted by the
South African courts.

Under
the MPRDA, companies that undertake mining activities must make financial
provision for rehabilitation liabilities to the satisfaction of the DME, and
directors of companies may be held jointly and severally liable for any
unacceptable negative impact on the environment, including damages caused by the
company which they represent.

Under
the National Water Act, 1998, the owner of land and controllers or occupiers of
land on which any activity or process is or was performed or undertaken or on
which any situation exists that causes, has caused or is likely to cause the
pollution of a water resource, must take all reasonable measures to prevent such
pollution from occurring, continuing or recurring.

The
Department of Environmental Affairs and Tourism and the Department of Water
Affairs and Forestry may issue administrative directives to enforce the
provisions of NEMA and the National Water Act to take specific anti-pollution
measures, continue with those measures and/or to complete those measures.

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

We
are subject to the risks normally associated with the conduct of business in
foreign countries. The occurrence of one or more of these risks could have a
material and adverse effect on the viability of our affected foreign operations
which in turn could have a material and adverse affect on our future cash flows,
earnings, results of operations and financial condition.

Risks
may include, among others, labour disputes, delays or invalidation of
governmental orders and permits, corruption, uncertain political and economic
environments, civil disturbances and terrorist actions, arbitrary changes in
laws or policies, foreign taxation and exchange controls, opposition to mining
from environmental or other non-governmental organizations or changes in the
political attitude towards mining, limitations of foreign ownership, limitations
on the repatriation of earnings, infrastructure limitations and increased
financing costs. HIV/AIDS is also prevalent in South Africa. Some of our
employees may have or could contract this potentially deadly virus. The
prevalence of HIV/AIDS could cause lost employee man-hours and may make finding
skilled labour more difficult. These risks may limit or disrupt our exploration
activities or development of future mining operations, restrict the movement of
funds, or result in expropriation without fair compensation.

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The impact of the South African Royalty Act

The
Royalty Act, which provides that a royalty will be payable to the South African
government for gold production at a percentage of revenues from the gross sale
of refined gold which came into operation on March 1, 2010. Although management
has estimated the royalty payable on the Burnstone Property to be 4% of gross
sales of refined gold, there is no certainty that it would not be higher.

Actual infrastructure costs may increase from those
reported in the 2009 Burnstone Report

Although
costs, including design, procurement, construction and on-going operating costs
and metal recoveries, have been established at a level of detail required for a
feasibility study, actual costs could be materially different from those
contained in the 2009 Burnstone Report. There can be no assurance that these
infrastructure facilities can be developed on a timely and cost-effective basis.
Energy risks include the potential for significant increases in the cost of fuel
and electricity.

Risks Relating to Financial Matters

The Company may be unable to repay its Notes

The
Company undertook a note financing in December 2008 pursuant to which it may be
requested by the holders to repay 120% of the principal amount of the notes on
November 12, 2010. The notes are secured against the Companys Nevada assets,
including the Hollister Property. Should the Company be unable to repay the
notes when due, the Company could face legal action by the note holders, or the
note holders could realize on the secured Nevada assets, resulting in a seizure
of the some of the assets on the Hollister Property.

The Company may not be able to satisfy payments of
interest and principal on the Debentures

There
is no guarantee that the Company will have sufficient cash available to make
interest and principal payments on the Debentures on a timely basis or at all.
The likelihood that purchasers will receive the payments owing to them in
connection with the Debentures will be dependent upon the financial health, and
creditworthiness of the Company and the ability of the Company to earn revenues.
The Debentures may be subordinate to other indebtedness of the Company. This
subordination may significantly reduce the possibilities for purchasers of
obtaining payment of the amounts owed under the Debentures.

Risks Related to Common Shares

Further equity financing may substantially dilute the
interests of our shareholders

We
may require additional funds to fund our exploration and development programs
and potential acquisitions. If we raise additional funding by issuing additional
equity securities, such financing may substantially dilute the interests of our
shareholders.

Our common shares may experience price and volume
volatility and the market price for our common shares may drop

In
recent years, the securities markets have experienced a high level of price and
volume volatility, and the market price of securities of many companies has
experienced wide fluctuations, which have not necessarily been related to the
operating performance, underlying asset values or prospects of such companies.
There can be no assurance that such fluctuations will not affect the price of
our securities, and the price may decline below their acquisition cost.

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Securities
of mining companies have experienced substantial volatility in the past, often
based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macroeconomic developments in the
countries where we carry on business and globally, and market perceptions of the
attractiveness of particular industries. The price of securities of the Company
is also likely to be significantly affected by short-term changes in commodity
prices, other precious metal prices or other mineral prices, currency exchange
fluctuation and the political environment in the countries in which we do
business and globally.

In
the past, following periods of volatility in the market price of a companys
securities, shareholders have often instituted class action securities
litigation against those companies. Such litigation, if instituted, could result
in substantial costs and diversion of management attention and resources, which
could significantly harm our profitability and reputation.

We have a history of losses

We
and our predecessor companies have an 18-year history of losses, and there can
be no assurance that we will ever be profitable. We anticipate that we will
retain future earnings and other cash resources for the future operation and
development of our business. We have not paid dividends since incorporation, and
we do not anticipate paying dividends in the foreseeable future. Payment of any
future dividends is at the discretion of our board of directors after taking
into account many factors including our operating results, financial condition
and anticipated cash needs. As stated above, we have generated revenue in 2009
by way of processing ore that was recovered during development and trial mining. The total gross
revenue for 2009 was $43.6 million.

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

We
may issue additional common shares or securities convertible into common shares
in the future pursuant to a number of existing agreements, including further
issuances of up to 50.9 million Common Shares to Rusaf Gold Ltd. that are
contingent on exploration success on Rusaf properties over the next two years
and further issuances due to anti-dilution provisions in existing agreements.

Sales of substantial amounts of our securities may have
an adverse effect on the market price of our securities

Sales
of substantial amounts of our securities, or the availability of such securities
for sale, could adversely affect the prevailing market prices for our
securities. A decline in the market prices of our securities could impair our
ability to raise additional capital through the sale of securities should we
desire to do so.

We follow corporate governance requirements of Canadian
corporate and securities laws

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

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

We
believe that we are a passive foreign investment company (a PFIC), for U.S.
federal income tax purposes. This could result in material adverse U.S. federal
income tax consequences for you if you are a U.S. holder of Common Shares or
Warrants, including having gains realized on the sale of the Common Shares and
Warrants treated as ordinary income rather than as capital gains, and having
potentially punitive interest charges apply to those gains as well as certain
other distributions by us. Further, certain non-corporate U.S. holders will not
be eligible for the preferential tax rates on dividends paid by us. We urge you
to consult your tax advisor with respect to the U.S. federal, state, local and
non-U.S. tax consequences of the acquisition, ownership, and disposition of
common shares and the exercise, disposition, and lapse of warrants, as may apply
to your particular circumstances.

Risks relating to Global Economy

Recent
market events and conditions, including disruptions in the international credit
markets and other financial systems and the deterioration of global economic
conditions, could impede the Companys access to capital or increase its cost of
capital. The U.S. credit markets have experienced serious disruption due to a
deterioration in residential property values, defaults and delinquencies in the
residential mortgage market and a decline in the value and credit quality of
mortgage-backed securities. Other adverse events include delinquencies in
non-mortgage consumer credit and a general decline in consumer confidence. These
conditions worsened in 2008 and are continuing in 2009, contributing to reduced
confidence in credit and financial markets around the world and the collapse of,
and governmental intervention in, major financial institutions. Asset price
volatility and solvency concerns have increased, and there has been less
liquidity, a widening of credit spreads, a lack of price transparency, increased
credit losses and tighter credit conditions. Notwithstanding various government
actions, concerns about the general condition of the capital markets, financial
instruments and financial institutions persist, and stock markets have declined
substantially.

These
market disruptions have had a significant material adverse impact on companies
in many sectors of the economy and have limited their access to capital and
credit. These disruptions could, among other things, make it more difficult for
the Company to obtain, or increase the Companys cost of obtaining, financing
for its operations. Failure to raise capital when needed or on reasonable terms
may have a material adverse effect on the Companys business, financial
condition and results of operations.

Additionally,
these factors, as well as other related factors, may cause decreases in asset
values that are deemed to be other than temporary, which may result in
impairment losses. If these factors continue, the Companys operations could be
adversely impacted and the trading price of the Common Shares may be adversely
affected.

The
Company is also exposed to liquidity risks in meeting its operating and capital
expenditure requirements in instances where cash positions are unable to be
maintained or appropriate financing is unavailable. These factors may impact the
ability of the Company to obtain loans and other credit facilities in the future
and on favourable terms. If these increased levels of volatility and market
turmoil continue, the Companys operations could be adversely impacted and the
trading price of the Common Shares could be adversely affected.

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| |  69  | Annual Information Form and Form 40-F
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Risks Relating to our Business and Operations

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

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

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

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

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

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

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

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

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

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Any
of the following events, among others, could affect the profitability or
economic feasibility of a project:

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

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

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

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

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

---

| |  71  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

We compete with other companies with greater financial
resources

We
operate in a competitive industry and compete with other more well established
companies which have greater financial resources than we do. We face strong
competition from other mining companies in connection with exploration and the
acquisition of properties producing, or capable of producing, base and precious
metals. Many of these companies have greater financial resources, operational
experience and technical capabilities than us. As a result of this competition,
we may be unable to maintain or acquire attractive mining properties on terms we
consider acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We are subject to litigation risks

All
industries, including the mining industry, are subject to legal claims, with and
without merit. We have in the past and may from time to time be involved in
various routine legal proceedings although no such proceedings are currently
ongoing. Further, defence and settlement costs can be substantial, even with
respect to claims that have no merit. Due to the inherent uncertainty of the
litigation process, there can be no assurance that the resolution of any
particular legal matter will not have material adverse effects on the Companys
future cash flow, results of operations or financial condition.

In
recent years, communities and non-governmental organizations (NGOs) have
become more vocal and active with respect to mining activities at or near their
communities. These parties may take actions such as road blockades, applications
for injunctions seeking work stoppage and lawsuits for damages. These actions
can relate not only to current activities but also in respect of decades old
mining activities by prior owners of subject mining properties.

Great
Basin Resource Watch (GBRW), a non-profit non-governmental organization, has
filed an appeal with the Nevada State Environmental Commission (NSEC)
challenging the Nevada Department of Environmental Protections (NDEP)
issuance of a water pollution control permit relating to the Hollister Property.
An informational meeting took place with GBRW and NDEP on February 24, 2009, and
as of the date of this AIF the GBRW has not indicated whether it has decided to
continue or discontinue the appeal. A hearing with the NSEC will be scheduled
should GBRW choose to continue with the appeal. There can be no assurance that
the challenge by the GBRW or other NGOs to this permit or other permits relating
to our projects will not result in cancellation of such permits, and any such
cancellation could have a material adverse impact on our future cash flow,
results of operations and financial condition.

We are subject to fluctuations in currency exchange rates
which could adversely affect our financial position and the results of our
operations

We
conduct business in currencies other than Canadian dollars. We maintain most of
our working capital in Canadian dollars or Canadian dollar-denominated
securities and convert our Canadian funds to foreign currencies, predominantly
United States dollars and South African Rand as certain payment obligations
become due. Accordingly, we are subject to fluctuations in the rates of currency
exchange between the Canadian dollar and these foreign currencies, and these
fluctuations could materially affect our financial position and results of
operations.

Our
future revenues derived from gold sales will be in United States dollars. Of
particular significance is the fact that our operations in South Africa,
including costs relating to construction, services and materials, are almost
entirely paid for in South African Rand. The South African Rand has historically
devalued against the United States dollar. Strength in the South African Rand
against the United States dollar, however, will negatively impact the potential
profitability of our mining operations in South Africa. The South African Rand
and United States dollar exchange rate has fluctuated significantly over the
last few years.

---

| |  72  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

If we fail to hire and retain our key personnel, it may
have an adverse effect on our operations

We
depend on a number of key personnel, the loss of any one of whom could have an
adverse effect on our operations.

Our
ability to manage growth effectively will require us to continue to implement
and improve our management systems and to recruit and train new employees. We
cannot assure that we will be successful in attracting and retaining skilled and
experienced personnel.

Difficulties for investors in foreign jurisdictions in
bringing actions and enforcing judgments

The
Company is organized under the laws of British Columbia and its principal
executive office is located in the RSA. All of the Companys officers and all
but one of its directors, and all of the experts named in this AIF, reside
outside of the United States, and all or a substantial portion of their assets,
and a portion of the Companys assets, are located outside of the United States.
As a result, it may be difficult for investors in the United States or otherwise
outside of Canada to bring an action against directors, officers or experts who
are not resident in the United States or in other jurisdictions outside Canada.
It may also be difficult for an investor to enforce a judgment obtained in a
United States court or a court of another jurisdiction of residence predicated
upon the civil liability provisions of federal securities laws or other laws of
the United States or any state thereof or the equivalent laws of other
jurisdictions outside Canada against those persons or the Company.

The Company may fail to achieve and maintain the adequacy
of internal control over financial reporting as per the requirements of the
Sarbanes-Oxley Act

The
Company documented and tested during its most recent fiscal year, its internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act (SOX). SOX requires an annual assessment by management and
an independent assessment by the Companys independent auditors of the
effectiveness of the Companys internal control over financial reporting. The
Company may fail to achieve and maintain the adequacy of its internal control
over financial reporting as such standards are modified, supplemented, or
amended from time to time, and the Company may not be able to ensure that it can
conclude on an ongoing basis that it has effective internal controls over
financial reporting in accordance with Section 404 of SOX. The Companys failure
to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis
could result in the loss of investor confidence in the reliability of its
financial statements, which in turn could harm the Companys business and
negatively impact the trading price of its common shares or market value of its
other securities. In addition, any failure to implement required new or improved
controls, or difficulties encountered in their implementation, could harm the
Companys operating results or cause it to fail to meet its reporting
obligations. There can be no assurance that the Company will be able to
remediate material weaknesses, if any, identified in future periods, or maintain
all of the controls necessary for continued compliance, and there can be no
assurance that the Company will be able to retain sufficient skilled finance and
accounting personnel, especially in light of the increased demand for such
personnel among publicly traded companies. Future acquisitions of companies may
provide the Company with challenges in implementing the required processes,
procedures and controls in its acquired operations. Acquired companies may not
have disclosure controls and procedures or internal control over financial
reporting that are as thorough or effective as those required by securities laws
currently applicable to the Company.

No
evaluation can provide complete assurance that the Companys internal control
over financial reporting will detect or uncover all failures of persons within
the Company to disclose material information otherwise required to be reported.
The effectiveness of the Companys controls and procedures could also be limited
by simple errors or faulty judgments. In addition, as the Company continues to
expand, the challenges involved in implementing appropriate internal controls
over financial reporting will increase and will require that the Company
continue to improve its internal controls over financial reporting.

---

| |  73  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Although the Company intends to devote substantial time and
incur costs, as necessary, to ensure ongoing compliance, the Company cannot be
certain that it will be successful in complying with Section 404.

If
any of the foregoing events, or other risk factor events not described herein
occur, our business, financial condition or results of operations could suffer.
In that event, the market price of our securities could decline and investors
could lose all or part of their investment.

ITEM 6.       
  DIVIDENDS

The
Company has not paid any dividends on any of its shares since incorporation and
does not presently have any intention of paying dividends.

ITEM 7.       
  DESCRIPTION OF CAPITAL STRUCTURE

Great
Basins share capital consists of common shares without par value, of which an
unlimited number of shares are authorized and 334,158,017  common shares without
par value were issued and outstanding as fully paid and non-assessable as of
December 31, 2009 as well as 86,178,552 share purchase warrants outstanding and
16,934,764 share options outstanding at that date.

In
December 2008, the Company entered into an equity line agreement (the Investec
Agreement) with an affiliate of Investec Ltd (Investec). The Investec
Agreement provided that the Company could sell to Investec over the term of the
Investec Agreement up to $4 million of common shares in tranches at a price
which was to be calculated as 95% of prevailing market with a floor price of
$1.12 per common share. The Investec Agreement has terminated on February 7,
2009 and the Company issued an aggregate of 2,846,800 common shares to Investec
at an average price of $1.38.

On
December 12, 2008, the Company closed a senior secured note financing, issuing a
total of 51,500 units and raising gross proceeds of US$51,500,000. Each unit
consisted of a senior secured note (a Note) in the principal amount of
US$1,000 and 350 common share purchase warrants (the Note Financing Warrants).
Each Note Financing Warrant entitled the holder to purchase one common share in
the capital of the Company at a price of $1.80 per share on or before December
12, 2011.

An
anti-dilution protection contained in the warrant certificates was triggered by
the public offering (refer below), which adjusted the exercise price of the
warrants to $1.25 and the number of common shares which may be acquired
increased to 26,994,240 common shares (including agents warrants). These
warrants remain subject to anti-dilution rights, including certain anti-dilution
rights triggered by the issuance of common shares at a price less than the
exercise price, but have a minimum exercise price of $1.11 per common share.

Great
Basin Golds projected capital expenditures to complete the Burnstone Project
and the uncertainty in global debt markets in early 2009, required the Company
to raise additional capital in the equity markets. In March 2009, $149.5 million
(gross) was raised through a public offering with the proceeds to partially fund
the completion of the Burnstone Project development. Raising the equity portion
was a prerequisite for the facility (the facility) that was being negotiated
with Investec Bank Ltd to fund the remainder of the project. At the end of
September 2009, the facility agreement was not yet closed. Due to the extended
time it had taken to finalize the facility as well as the costs and constraints,
including high up-front equity contributions and complex
associated hedging structures, the Company had no alternative but to evaluate
alternative funding options to delivery of the Burnstone Project by June 30,
2010, which remains a key strategic objective. On October 29, 2009, the Company
announced that it entered into an agreement with a syndicate of lenders to raise
$126.5 million (gross) from the sale of unsecured convertible debentures on a
bought deal basis. The transaction was successfully closed in November 2009,
thereby completing the funding requirements to complete the project. Following
the raising of $126.5 million from the sale of unsecured convertible debentures
on a bought deal basis, the Company concluded an early settlement of the A
Project Loan Facility Agreement with Investec Bank Ltd with a portion of the
proceeds.

---

| |  74  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

As
of March 18, 2010, the Companys share capital structure consisted of the
following:

Table 29: Share Capital Structure

|Equity type                  | Expiry date                                                                                                                                                                                                                                                                                                                                                                                              | Exercise price                                                                                                                                        | Number granted                                                                                                                                                                                      | Total      
|---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Common shares                |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                       |                                                                                                                                                                                                     | 337,918,067
|Share purchase options       | April 18, 2010 November 9, 2010
      December 31, 2010 February 4, 2011 February 18, 2011 March
      18, 2011 April 30, 2011 May 21, 2011 August 18, 2011
      October 30, 2011 December 11, 2011 February 11, 2012 April
      18, 2012 July 15, 2012 October 9, 2012 February 10, 2013
      April 10, 2013 December 11, 2013 January 14, 2014 February
      11, 2014 April 12, 2014 July 15, 2014 | $2.68 $3.12 $1.14 $3.00 $2.95
      $3.57 $2.45 $3.47 $2.78 $1.50 $1.25 $1.75
      $2.68 $1.49 $1.65 $1.78 $3.60 $1.25 $1.35
      $1.75 $1.49 $1.49 | 16,667 130,000 400,000 176,668
      50,000 90,000 450,000 150,000 420,000 677,000
      3,953,919 3,666,066 90,000 700,167 340,000 950,000
      110,000 254,800 825,000 690,000 2,380,000 100,000 | 16,620,287 
|Warrants                     | September 30, 2010 October 15, 2010
      December 12, 2011                                                                                                                                                                                                                                                                                                                                              | ZAR20.78 $1.60 $1.25                                                                                                                                  | 1,684,312 57,500,000 26,994,240                                                                                                                                                                     | 86,178,552 
|Convertible
      debentures | November 30, 2014                                                                                                                                                                                                                                                                                                                                                                                        | $2.15                                                                                                                                                 | 58,837,209                                                                                                                                                                                          | 58,837,209 
|Fully diluted
      shares   |                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                       |                                                                                                                                                                                                     | 499,554,115

There
have been no changes in the classification of common shares (reclassifications,
consolidations, reverse splits or the like) within the previous five years. All
common shares of Great Basin Gold rank pari passu (i.e. equally) for the payment
of any dividends and distributions in the event of a windup. Great Basins
securities have not received any ratings from any rating organization.

---

| |  75  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

ITEM 8. MARKET FOR SECURITIES

The following table shows the
progression in high and low trading prices of the common shares of Great Basin
Gold on the TSX, JSE and NYSE Amex for the periods listed. TSX and NYSE Amex are
our primary markets although we listed our common shares on the JSE in 2006 by
way of a secondary listing.

Table 30: Trading Prices

|                                 | TSX:GBG | JSE: GBG               | NYSE: GBG
|-------------------------------- | ------- | ---------------------- | ---------
|High                             | Low     | AvgVolumepertradingday | High     
|Canadian Dollars                 |         | South African Rand     |          
|Last fourteen months             |         |                        |          
|February 2010                    | $1.90   | $1.63                  | 1 638 078
|January 2010                     | $2.09   | $1.73                  | 1 781 771
|December 2009                    | $1.90   | $1.62                  | 2 839 766
|November 2009                    | $1.80   | $1.53                  | 3 429 805
|October 2009                     | $1.84   | $1.49                  | 2 187 345
|September 2009                   | $1.80   | $1.45                  | 1 967 459
|August 2009                      | $1.60   | $1.36                  | 1 615 123
|July 2009                        | $1.70   | $1.43                  | 1 202 358
|June 2009                        | $1.97   | $1.53                  | 3 636 381
|May 2009                         | $1.84   | $1.44                  | 3 131 110
|April 2009                       | $1.70   | $1.37                  | 924 908  
|March 2009                       | $1.75   | $1.11                  | 1 013 548
|February 2009                    | $2.38   | $1.53                  | 968 024  
|January 2009                     | $1.72   | $1.23                  | 450 138  
|By fiscal quarter                |         |                        |          
|Quarter ended December 31, 2009  | $1.90   | $1.49                  | 2 818 972
|Quarter ended September 30, 2009 | $1.80   | $1.36                  | 1 588 428
|Quarter ended June 30, 2009      | $1.97   | $1.37                  | 2 572 153
|Quarter ended March 31, 2009     | $2.38   | $1.11                  | 808 765  
|Quarter ended December 31, 2008  | $2.18   | $0.91                  | 841 211  
|Quarter ended September 30, 2008 | $3.73   | $1.48                  | 585 498  
|Quarter ended June 30, 2008      | $3.75   | $2.90                  | 515 420  
|Quarter ended March 31, 2008     | $3.83   | $2.69                  | 805 182  
|Quarter ended December 31, 2007  | $3.45   | $2.53                  | 595 951  
|Quarter ended September 30, 2007 | $3.24   | $2.01                  | 609 610  
|Quarter ended June 30, 2007      | $2.88   | $2.28                  | 813 226  
|Quarter ended March 31, 2007     | $2.64   | $1.88                  | 142 760  

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| |  76  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

|                                 | TSX:GBG | JSE: GBG               | NYSE: GBG
|-------------------------------- | ------- | ---------------------- | ---------
|High                             | Low     | AvgVolumepertradingday | High     
|Canadian Dollars                 |         | South African Rand     |          
|Quarter ended December 31, 2006  | $2.28   | $1.46                  | 119 985  
|Quarter ended September 30, 2006 | $2.07   | $1.45                  | 102 487  
|Quarter ended June 30, 2006      | $2.70   | $1.69                  | 213 720  
|Quarter ended March 31, 2006     | $2.60   | $1.77                  | 156 451  
|Quarter ended December 31, 2005  | $1.80   | $1.01                  | 119 740  
|Quarter ended September 30, 2005 | $1.28   | $0.99                  | 51 111   
|Quarter ended June 30, 2005      | $1.38   | $1.01                  | 35 426   
|Quarter ended March 31, 2005     | $1.55   | $1.33                  | 72 520   
|                                 |         |                        |          
|By fiscal year                   |         |                        |          
|Year ended December 31, 2009     | $2.38   | $1.11                  | 1 951 615
|Year ended December 31, 2008     | $3.83   | $0.91                  | 685 678  
|Year ended December 31, 2007     | $3.45   | $1.88                  | 538 534  
|Year ended December 31, 2006     | $2.70   | $1.45                  | 148 488  
|Year ended December 31, 2005     | $1.80   | $0.99                  | 69 151   
|Year ended December 31, 2004     | $3.70   | $1.41                  | 85 947   
|Year ended December 31, 2003     | $3.90   | $1.13                  | 160 834  
|Year ended December 31, 2002     | $2.30   | $0.82                  | 45 144   

Bloomberg

ITEM 9.       
  ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

There
are no shares of Great Basin Gold held in escrow, or subject to contractual
restrictions on transfer.

ITEM 10.      DIRECTORS
  AND OFFICERS

The
names and municipalities of residence of the directors and officers of the
Company, their principal occupations during the past five years, and the period
of time they have served as directors or officers of Great Basin Gold are as
follows. Except where indicated, each director and senior officer of Great Basin
Gold has held the same or similar principal occupation with the organization
indicated or a predecessor thereof for the last five years.

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| |  77  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

A. Directors

Table 31: Directors

|Name, position in the Company and province or state,
        and country of residence                      | Period(s) a director of the Company
|---------------------------------------------------------------------------------------------------------- | -----------------------------------
|Patrick R. Cooke Director Johannesburg, South
      Africa                                                 | Since April 2006                   
|T. Barry Coughlan Director Vancouver, British
      Columbia, Canada                                       | Since February 1998                
|Ferdinand Dippenaar President, Chief Executive Officer
      and Director Bryanston, Gauteng, South Africa | Since December 2005                
|David M.S. Elliott Director Vancouver, British
      Columbia, Canada                                      | Since July 2004                    
|H. Wayne Kirk Director Orcas, Washington, USA                                                              | Since July 2004                    
|Joshua Ngoma Director Sandton, Gauteng, South
      Africa                                                 | Since July 2009                    
|Walter T. Segsworth Director North Vancouver,
      British Columbia, Canada                               | Since January 2003                 
|Ronald W. Thiessen Chairman of the Board and Director
      West Vancouver, British Columbia, Canada       | Since October 1993                 

At
the annual general meeting held on June 22, 2009, directors listed above (
except Mr Nkosi who retired) were re-elected to a one-year term of office
expiring at the next annual general meeting of Great Basin, which is expected to
be held on June 22, 2010. Mr. Joshua C. Ngoma was subsequently appointed to the
Board of Directors on July 15, 2009. Based on insider reports filed on www.sedi.ca, as at March 16, 2010, the above directors
and officers beneficially owned, directly or indirectly, or exercised control or
direction over common shares of the Company (0.36%), or common shares on a fully
diluted basis (0.24%) .

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

---

| |  78  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Table 32: Board Committees

|                                                 | Membership                                                                 
|------------------------------------------------ | ---------------------------------------------------------------------------
|Audit Committee                                  | Patrick Cooke, Chair David
      Elliott Wayne Kirk                        
|Compensation Committee                           | Barry Coughlan, Chair Patrick
      Cooke Joshua Ngoma                     
|Nominating and Corporate Governance Committee    | Wayne Kirk, Chair Barry
      Coughlan Joshua Ngoma                        
|Environmental,
      Health and Safety Committee | Walter Segsworth                                                           
|Investment Committee                             | Ferdi Dippenaar, Chair
      Patrick Cooke Walter Segsworth Ronald Thiessen
|Executive Committee                              | Ronald Thiessen, Chair
      Patrick Cooke Barry Coughlan Ferdi Dippenaar  

The
mandate of each of these committees is more particularly described in Great
Basins management information circular filed on www.sedar.com on May 29, 2009 and on the Companys
website at www.greatbasingold.com.

The
following biographies have been provided by the individual directors.

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

PATRICK COOKE, B.Comm. (Wits), CA (SA)  Director

Patrick
Cooke is a native of South Africa and received his Chartered Accountant
designation in South Africa in 1981. As a Chartered Accountant he worked as a
management consultant with one of the large accounting companies as well as
working for a merchant bank. Mr. Cooke has been responsible for listing two
companies on the main board of the Johannesburg Stock Exchange and was the
Financial Director of a third JSE listed company. His industry experience is
wide, having been involved in information technology, fast moving consumer
goods, financial services and professional services companies.

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

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| |  79  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Since leaving the employment of Pangea DiamondFields PLC in
December 2008, Mr. Cooke has been self employed.

Mr.
Cooke is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                             | Positions Held | From              | To           
|----------------------------------- | -------------- | ----------------- | -------------
|Pangea Diamond
      Fields PLC (1) | Director       | August
      2006 | December 2008
|Great Basin Gold
      Ltd.         | Director       | April
      2006  | Present      

|Note:
|-----
|(1)  

BARRY COUGHLAN, B.A.  Director

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

Mr.
Coughlan is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                                                              | Positions Held              | From             | To     
|-------------------------------------------------------------------- | --------------------------- | ---------------- | -------
|Continental
      Minerals Corp                                      | Director                    | May
      2006   | Present
|Farallon Resources
      Ltd.                                        | Director                    | March
      1998 | Present
|Great Basin Gold
      Ltd.                                          | Director                    | February 1998    | Present
|Icon Industries Ltd.                                                 | President, CEO and Director | September 1991   | Present
|Quartz Mountain
      Resources Ltd.                                 | Director                    | January 2005     | Present
|Taseko Mines Ltd                                                     | Director                    | February 2001    | Present
|Tri-Gold Resources Corp. (formerly Tri-Alpha Investments
      Ltd.) | President and Director      | June 1986        | Present

FERDINAND DIPPENAAR, B.Comm, B.Proc, MBA  President and CEO
and Director

Ferdi
Dippenaar is a resident of the RSA and is a well known member of the gold mining
industry in South Africa. He holds a Bachelors of Commerce and Procuration
Degrees, and an MBA from North West University in South Africa.

Mr.
Dippenaar started his career at the Buffelsfontein gold mine in 1982 and was
employed in various financial and administrative capacities at the Gengold
mines. In 1996, he became managing director of Grootvlei and of East Rand
Proprietary Mines. Following Harmony Golds acquisition of Grootvlei and Cons
Modder, he was appointed Marketing Director of Harmony in 1997, overseeing
Harmonys service delivery departments, corporate affairs and the companys
investor relations. Most recently he was the Executive Director of Marketing for
Harmony.

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| |  80  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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

Mr.
Dippenaar is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                                                   | Positions Held                                        | From          | To           
|--------------------------------------------------------- | ----------------------------------------------------- | ------------- | -------------
|Village Main Reef Gold Mining Company (1934)
      Ltd(1) | Director                                              | July 2008     | Present      
|Kryso Resources
      Inc(2)                              | Director                                              | April 2007    | Present      
|Great Basin Gold Ltd.                                     | Director, President and Chief
      Executive Officer | December 2005 | Present      
|Harmony Gold Mining Co. Ltd. (2)                          | Executive Director                                    | 1997          | November 2005

|Notes:
|------
|(1)   
|(2)   

DAVID M.S. ELLIOTT, B.Comm, ICD.D, F O  Director

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

Mr.
Elliott is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                              | Positions Held | From       | To     
|------------------------------------ | -------------- | ---------- | -------
|Anooraq Resources
      Corp.        | Director       | April 2005 | Present
|Great Basin Gold
      Ltd.          | Director       | July 2004  | Present
|Northern Dynasty
      Minerals Ltd. | Director       | July 2004  | Present
|Taseko Mines Ltd.                    | Director       | July 2004  | Present

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| |  81  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

WAYNE KIRK, LLB  Director

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

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

Mr.
Kirk is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                              | Positions Held | From      | To     
|------------------------------------ | -------------- | --------- | -------
|Gabriel Resources
      Ltd.         | Director       | June 2008 | Present
|Anooraq Resources
      Corp.        | Director       | July 2005 | Present
|Great Basin Gold
      Ltd.          | Director       | July 2004 | Present
|Northern Dynasty
      Minerals Ltd. | Director       | July 2004 | Present
|Taseko Mines Ltd.                    | Director       | July 2004 | Present

JOSHUA NGOMA, B ING  Director

Mr.
Ngoma holds a Bachelor of Engineering degree with honours in mining engineering
from Camborne School of Mines in the UK and a Master of Engineering in Project
Management from Pretoria University in South Africa and has spent most of his
career in the mining industry. He served with Zambia Consolidated Copper Mines
Ltd (ZCCM), Cementation Mining, De Beers and Sasol Mining before joining
Eyesizwe Coal, where he served from Group Technical Manager to General Manager
of the Matla Colliery. He later joined Anglo Platinum as the Group Manager: New
Mining Technologies, where he was responsible for the development and
implementation of the Groups new mining technologies. In addition to being CEO,
he is currently a director of Tranter Group of companies, as well as Southgold
Exploration (Pty) Ltd, a wholly owned subsidiary of Great Basin, and Ferret
Mining and Environmental Services, where he is Chairman of the Board.

Mr.
Ngoma is or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction

|Company               | Positions Held | From      | To     
|--------------------- | -------------- | --------- | -------
|Great Basin Gold Ltd. | Director       | July 2009 | Present

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| |  82  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

WALTER SEGSWORTH, P.Eng.  Director

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

Mr.
Segsworth is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                        | Positions Held | From           | To        
|------------------------------ | -------------- | -------------- | ----------
|Northern Dynasty Minerals Ltd. | Director       | September 2004 | Present   
|Great Basin Gold
      Ltd.    | Director       | January 2003   | Present   
|Cumberland
      Resources     | Director       | May 2002       | April 2007
|Yukon Zinc Corp.               | Director       | February 2001  | Present   
|UEX Corporation                | Director       | March 2002     | Present   
|Plutonic Power Corp            | Director       | October 2003   | Present   

RONALD THIESSEN, CA  Chairman of the Board and Director

Ronald
Thiessen is a Chartered Accountant with professional experience in finance,
taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen
has been involved in the acquisition and financing of mining and mineral
exploration companies. Mr. Thiessen is employed by Hunter Dickinson Inc., a
company providing management and administrative services to several
publicly-traded companies and focuses on directing corporate development and
financing activities. He is also a director of Hunter Dickinson Inc.

Mr.
Thiessen is, or was within the past five years, a director of the following
reporting issuers in Canada or a foreign jurisdiction:

|Company                                     | Positions Held | From           | To     
|------------------------------------------- | -------------- | -------------- | -------
|Amarc Resources Ltd.                        | Director       | September 1995 | Present
|President and Chief Executive
      Officer | September 2000 | Present       

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| |  83 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

|Company                                     | Positions Held | From          | To           
|------------------------------------------- | -------------- | ------------- | -------------
|Anooraq Resources Corporation               | Director       | April 1996    | Present      
|President                                   | September 2000 | Present      
|Continental Minerals Corporation            | Director       | November 1995 | Present      
|President and Chief Executive
      Officer | September 2000 | January 2006 
|Co-Chairman                                 | January 2006   | Present      
|Farallon Resources Ltd.                     | Director       | August 1994   | Present      
|Co-Chairman                                 | September 2004 | April 2006   
|Chairman                                    | April 2006     | Present      
|Great Basin Gold Ltd.                       | Director       | October 1993  | Present      
|President and Chief Executive
      Officer | September 2000 | December 2005
|Co-Chairman                                 | December 2005  | November 2006
|Chairman                                    | November 2006  | Present      
|Northern Dynasty Minerals Ltd.              | Director       | November 1995 | Present      
|President and Chief Executive
      Officer | November 2001  | Present      
|Rockwell Ventures Inc.                      | Director       | November 2000 | Present      
|President and Chief Executive
      Officer | November 2000  | August 2006  
|Chairman                                    | September 2006 | Present      
|Taseko Mines Ltd                            | Director       | October 1993  | Present      
|President and Chief Executive
      Officer | September 2000 | July 2005    
|Co-Chairman                                 | July 2005      | May 2006     
|Chairman                                    | May 2006       | Present      
|Tri-Gold Resources Corp.                    | Director       | July 1992     | December 2006

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| |  84  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

B. Officers

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

FERDINAND DIPPENAAR, Chief Executive Officer

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

LOU VAN VUUREN, Chief Financial Officer

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

JOHAN OELOFSE, Chief Operating Officer

Mr.
Oelofse is a qualified mining engineer with 28 years experience including
working on projects in South Africa, Uganda, Mozambique, Argentina, Kentucky in
the USA, Kazakhstan, Uzbekistan, Tajikistan, China, Malaysia, Indonesia and the
DRC. Mr. Oelofse began his career in the South African Gold Mining environment
and gained a working knowledge of all aspects of the industry. Mr. Oelofse has a
B Ing degree from Pretoria University in South Africa and an MSc Mining
Engineering at Camborne School of Mines. Mr. Oelofse joined Great Basin Gold as
Chief Operating Officer in March 2006.

WILLIE BECKMANN, Vice President: Legal and Compliance

Mr.
Beckmann is an accredited attorney, notary and conveyancer. Mr. Beckmann
obtained the degrees B Juris LLB (1983) from the North West University. Mr.
Beckmann started his career as an officer in the South African Defence Force
where he gained extensive experience in administrative law, the drafting of
legislation and investigatory review techniques. Mr. Beckmann joined the gold
mining industry in 2002 as the group security manager of Harmony Gold Mining
Company. Mr. Beckmann since then successfully founded the Legal and Compliance
Department overseeing the security, legal and enterprise- wide risk management
functions of Harmony. Mr. Beckmann joined Great Basin Gold in March 2006
responsible for the Legal and Compliance functions and business services.

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| |  85  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

DAWIE MOSTERT, Vice President: Human Capital

Mr.
Mostert has a diploma in Labour Relations (DPLR) (Advanced Labour Law) and a MBA
degree from Wits University in South Africa. Mr. Mostert has approximately 17
years experience in the mining industry during which time he has functioned in
many positions including Human Resources Manager, Mine Manager, Elandsrand;
Executive Training and People Development; Executive Employee Relations;
Executive Human Resources and Executive New Mines. Mr. Mostert was appointed to
the executive of Harmony Gold Mining Company in April 2002. As a Harmony
executive, Mr. Mostert served on the boards of The South African Mathematics
Foundation and the Mining Qualifications Authority (Mining SETA).

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No
director or officer of Great Basin is, as of the date of this AIF, or has been
within the 10 years before the date of this AIF, a director or officer of any
company that while that person was acting in that capacity, was the subject of a
cease trade order, penalties, sanctions or bankruptcy, during the time the
individual was a director or within a one year period thereafter, or was a
director or officer of a company during the time in which an event occurred
which led to a cease trade order, penalties, sanctions or bankruptcy subsequent
to the individual ceasing to act as a director or officer.

Potential Conflicts of Interest

Several
Directors of Great Basin Gold also serve as directors of other similar companies
involved in natural resource development. Accordingly, it may occur that
properties will be offered to both Great Basin Gold and such other companies.
Furthermore, those other companies may participate in the same properties as
those in which Great Basin Gold has an interest. As a result there may be
situations which involve a potential conflict of interest or issues in
connection with the doctrine of corporate opportunity. In that event, a
financially interested director would not be entitled to vote at meetings of
directors in respect of a transaction involving the Company if it evokes any
such conflict. The directors will attempt to avoid dealing with such other
companies in situations where conflicts or corporate opportunity issues might
arise and will at all times use their best efforts to act in the best interests
of Great Basin Gold. One Director, Joshua Ngoma is a director of our BEE partner
Tranter Gold (Pty) Ltd and so has potential conflicts of interest in connection
with serving on the board of a major shareholder at the same time he serves on
the Companys board.

ITEM 11.PROMOTERS

Not
applicable.

ITEM 12.LEGAL PROCEEDINGS

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

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| |  86  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

ITEM 13.   INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Apart
from Joshua C. Ngoma (a director of the Company who has a material interest in
the Companys BEE transaction, but who abstained from the relevant resolutions
approving the transaction, none) of the directors or senior officers of the
Company, nor any person who has held such a position since the beginning of the
last completed financial year end of the Company, nor any proposed nominee for
election as a director of the Company, nor any associate or affiliate of the
foregoing persons, has any substantial or material interest, direct or indirect,
by way of beneficial ownership of securities or otherwise, in any material
transaction of the Company.

ITEM 14.    TRANSFER AGENT AND REGISTRAR

The
Companys registrar and transfer agent is Computershare Trust Company of Canada,
located in Vancouver, BC as well as its South African affiliate at its
Johannesburg office. Great Basin Gold maintains separate share registers.

ITEM 15.   MATERIAL CONTRACTS

(a)           Tranter
Margin Loan Agreements: Under these agreements Great Basin Gold has guaranteed
ZAR80 million ($11 million) of the indebtedness of its BEE partner, Tranter
Burnstone and as well provided a ZAR 32 million deposit ($4.3 million) in
December, 2008 to increase the value of the 19.9 million shares of Great Basin
Gold pledged as security for the ZAR380 million ($52 million) loan made by South
African banks to Tranter Burnstone;

(b)           Rusaf
Gold Ltd arrangement (or merger) agreement under which additional shares of
Great Basin Gold could become issuable dependent on gold discoveries from the
former Rusaf Gold Ltd properties. See Description of Business;

(c)          
A Project Loan Facility Agreement with Investec Bank Ltd has a term of 7 years with
quarterly repayments of ZAR18 million ($2 million) commencing September 2010.
Interest rates are linked to the Johannesburg inter banking borrowing rate
(JIBAR) with an average premium of 2.25% above JIBAR. As at December 31, 2008
JIBAR was at 12.06% . Following the October 29, 2009 raising of $126,5 million
from the sale of unsecured convertible debentures on a bought deal basis, the
Company concluded an early settlement of the A Project Loan Facility Agreement
with Investec Bank Ltd with a portion of the proceeds;

(d)           Senior
Notes Indenture Dated December 12, 2008 and filed at www.sedar.comon January 20, 2009. The Indenture
governs the terms of the US$50 million senior secured Notes described under
Description of Capital Structure;

(e)           Great
Basins stock option plan described in its 2008 shareholder proxy materials
filed on www.sedar.comon May 29, 2008;

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| |  87  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

(f)           Project
loan facility with Investec Bank Ltd. The facility has a term of 7 years with
quarterly repayments of ZAR18 million ($2 million) commencing September 2010.
Interest rates are linked to the Johannesburg inter banking borrowing rate
(JIBAR) with an average premium of 2.25% above JIBAR. As at December 31, 2008
JIBAR was at 12.06% . Following the October 29, 2009 raising of $126.5 million
from the sale of unsecured convertible debentures on a bought deal basis, the
Company concluded an early settlement of the A Project Loan Facility Agreement
with Investec Bank Ltd with a portion of the proceeds.

(g)          
Convertible debentures. The 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, commencing on May 30, 2010. The
Debentures are direct senior unsecured obligations of the Company and are
guaranteed by certain of the Companys subsidiaries.

ITEM 16.    INTERESTS OF EXPERTS

Interests of Experts

The
following is a list of the persons or companies named as having prepared or
certified a statement, report or valuation, in this AIF either directly or in a
document incorporated by reference and whose profession or business gives
authority to the statement, report or valuation made by the person or company:

(a)           The
Corporations independent auditors are PricewaterhouseCoopers LLP, Chartered
Accountants, who have issued an independent auditors report dated March 22, 2010
in respect of the Corporations consolidated financial statements as at  December 31, 2009 and for the year ended December 31, 2009 and the Corporations internal
control over financial reporting as at December 31, 2009. PricewaterhouseCoopers
LLP has advised that they are independent with respect to the Corporation within
the meaning of the Rules of Professional Conduct of the Institute of Chartered
Accountants of British Columbia and the rules of the US Securities and Exchange
Commission.

(b)          
Stephen J. Godden FIMMM.C. Eng, Johan Oelofse, Pr. Eng., FSAIMM, Deon van der
Heever, Pr. Sc. Nat., and Phil Bentley, Pr. Sci. Nat. are the qualified persons
who co-authored Revised Technical Report on the Mineral Resources and Reserves
at Hollister Development Block Gold Project, dated effective June 17, 2009
amended October 30, 2009 and filed on SEDAR on November 3, 2009;

(c)           Johan
Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc. Nat., and Phil Bentley,
Pr. Sci. Nat., prepared the Revised Technical Report Update of the June 21,
2007 Technical Report (Optimized Feasibility Study), Inclusive of Updated
Mineral Resource and Reserve Estimates for the Burnstone Gold Project dated
effective October 21, 2009 and filed on SEDAR on November 10, 2009;

To
our knowledge, none of these entities or individuals holds, directly or
indirectly, more than 1% of our issued and outstanding common shares.

Based
on information provided by the relevant persons, and except as otherwise
disclosed in this AIF, none of the persons or companies referred to above has
received or will receive any direct or indirect interests in our property or the
property of an associated party or an affiliate of ours or have any beneficial
ownership, direct or indirect, of our securities or of an associated party or an
affiliate of ours.

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| |  88  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

ITEM 17.    ADDITIONAL INFORMATION

Additional
information, including directors and officers remuneration, indebtedness of
officers, executive stock options and interests of management and others in
material transactions, where applicable, is contained in annual financial
statements, proxy circulars and interim financial statements of available at the
SEDAR internet web site (www.sedar.com).

The
  following documents can be obtained upon request from Great Basins Shareholder
  Communication Department by calling (604) 684-6365:

|(i)   | this AIF, together with any document incorporated herein
      by reference;                                                                                                                                                          
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                       
|(ii)  | the Annual Report of the Company and any interim
      financial statements filed with Securities Commissions subsequent to the
      audited financial statements for the Companys most recently completed
      financial year; and
|      |                                                                                                                                                                                                                                       
|(iii) | the Proxy Circular for the annual general meeting of the
      Company to be held in June 2010, when available.                                                                                                                       

The
Company may require the payment of a reasonable charge from persons, other than
security holders of the Company, requesting copies of these documents directly
from the Company.

ITEM 18.     DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION CIRCULARS

Not
applicable.

ITEM 19.     CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As
of the end of the period covered by this report, our management carried out an
evaluation, with the participation of our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act)). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of the
end of the period covered by this report, our disclosure controls and
procedures, as defined in Rule 13a-15(e) of the Exchange Act, are effective, It
should be noted that while our Chief Executive Officer and our Chief Financial
Officer believe that our disclosure controls and procedures provide a reasonable
level of assurance that they are effective, they do not expect that our
disclosure controls and procedures or internal control over financial reporting
will prevent all errors and fraud. A control system, no matter how well
conceived or operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system will be met.

There
were no changes in our internal control over financial reporting during the
fiscal year ended December 31, 2009 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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| |  89  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

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

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

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

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

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

The
effectiveness of the companys internal control over financial reporting as at
December 31, 2009 has been audited by PricewaterhouseCoopers LLP, our
independent auditors, as stated in their report which appears in the 2009 form
F-40 which has been filed on www.sedar.comby
Great Basin Gold.

ITEM 20.    AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

A.     AUDIT
COMMITTEE FINANCIAL EXPERT

The
members of the audit committee are Messrs. Wayne Kirk, Patrick Cooke and David
Elliott. The Companys Board of Directors has determined that Patrick Cooke
chairman of the Audit Committee of the board, is an audit committee financial
expert (as that term is defined in Item 407 of Regulation S-K under the Exchange
Act) and is an independent director under applicable laws and regulations and
the requirements of the NYSE Amex LLC Exchange. Each of the members of the audit
committee is financially literate and ach of the audit committee members is
independent, as that term is defined by Canadian Multilateral Instrument 52-110. Mr. Elliott is an
accredited Chartered Accountant in Canada, Mr. Cooke is a Chartered Accountant
in South Africa and Mr Kirk is a retired securities attorney. Great Basins
audit committee charter is available for download on the Companys website at www.greatbasingold.com

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| |  90  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

B.     CODE
OF ETHICS

The
Company has adopted a code of ethics that applies to all personnel of the
Company. A copy of the Code of Ethics is available on the Companys website at
www.greatbasingold.com.

C.     PRINCIPAL
ACCOUNTANT FEES AND SERVICES

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

Table 33: Principal Accountant Fees

|                   | Year
        Ended December 31
|------------------ | ------------------------------
|2009               | 2008                          
|Audit Fees         | 478,330                       
|Audit Related Fees | 460,464                       
|Tax Fees           | 48,512                        
|All Other Fees     | 8,460                         
|Total              | $
        995,766             

Audit Fees

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

Audit-Related Fees

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

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.

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| |  91  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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.

ITEM 21.      OFF
  BALANCE SHEET ARRANGEMENTS

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

On
October 1, 2007, Tranter Burnstone (a black empowerment enterprise) borrowed $28
million (ZAR200 million) from Investec to settle a portion of the purchase
consideration of $37 million (ZAR260 million) for 812 Southgold shares. The
Southgold shares were subsequently exchanged for 19,938,650 shares of Great
Basin Gold. The security for the loan comprised, amongst other items, a loan
guarantee which requires N5C Resources Inc., N6C Resources Inc. and/or Rodeo
Creek Gold Inc., in the event of default by Tranter Burnstone on any of its
interest payments to Investec, at any time for the first four years, to lend not
more than $11 million (ZAR80 million) to Tranter Burnstone in order to settle
such interest payment obligations.

The
loan agreement with Investec requires Tranter Burnstone to deposit cash into a
margin call account if the underlying value of the shares held by Tranter in
Great Basin Gold is less than the outstanding loan and accrued interest. The
decrease in the share price of the Company since September 2008 triggered the
requirement for a cash deposit into the margin account.

Tranter
Burnstone defaulted on funding the short fall in the margin call account and the
Company has been advised that Investec served Tranter Burnstone with a notice of
default in December 2008.

A
notice of foreclosure has not been served on Tranter and the probability of the
guarantee being called upon remains uncertain.

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| |  92  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

ITEM 22.     TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Companys contractual
obligations as at March 27, 2010:

Table 34:Payments due by period (CAD millions)

|                                                                                                                                   | Total(million)                 | Less than one year(million)   | 1
        to 5 years(million)     | More than 5 years(million)
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------------- | --------------------------------- | --------------------------
|Exploration commitment Senior secured
      notes Convertible debentures Finance lease liability Operating
      lease obligations | $     7.2 65 177
      1.5 0.7 | $   4.3 65 10.5 0.8
      0.2 | $     2.9 Nil
      166.5 0.7 0.5 | $ Nil Nil Nil Nil Nil     
|Total                                                                                                                              | $
      251.4                  | $
      80.8                  | $
      170.6                     | $
      Nil               

Exploration commitments

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

The Rusaf Plan of Arrangement (Rusaf agreement) also provides
for additional Great Basin shares to be issued in the first three years from
closing, contingent upon gold discoveries above a threshold of 500,000 ounces in
size on certain mineral prospects held by Rusaf. In the event of such
discoveries, the Company will issue shares valued at the higher of closing price
on date of acquisition ($3.30) or then-prevailing market price to the former
Rusaf shareholders on the basis of valuing these gold ounces at US$15/oz for
inferred resources and US$40/oz for measured and indicated resources (subject to
a minimum average cut-off grade of 1.5 grams per tonne or 0.04 oz per ton).

Pursuant to the Rusaf agreement of April 1, 2008, the Company
issued an additional 3,073,773 shares valued at $5.6 million on January 27, 2010
for gold discoveries above a threshold of 500,000 ounces in size, on mineral
prospects held by Rusaf.

In terms of the Rusaf agreement the Company agreed to spend a
minimum of $15 million and up to a maximum of $27 million to explore the newly
acquired properties during the first three years from closing of the transaction
on April 1, 2008. The increased expenditure is contingent upon gold discoveries
above a threshold of 500,000 ounces in size on certain mineral prospects held by
Rusaf.

Senior secured notes

Each Note matures at 120% of principal on the earlier of
December 12, 2011 and certain stated events, including a change of control. The
Notes bear interest of 14% per annum with the first 24 months of interest having
been prepaid.

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| |  93 | Annual Information Form and Form 40-F
| | ----- | -------------------------------------

The Notes are guaranteed on a joint and several basis by all of the Companys Nevada subsidiaries and secured by their assets, being the Hollister Property and all other Nevada assets. The Notes are also repayable at the election of the holder
on 30 days notice after November 12, 2010.

Convertible debentures

The 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, commencing on May 30, 2010. The Debentures are direct senior unsecured
obligations of the Company and are guaranteed by certain of the Companys subsidiaries. Following the raising of $126.5 million from the sale of unsecured convertible debentures on a bought deal basis, the Company concluded an
early settlement of the A Project Loan Facility Agreement with Investec Bank Ltd with a portion of the proceeds.

Finance lease liability

The principal debt amount will be repaid in 36 equal installments. Interest is charged at 6.5% on outstanding capital and is being calculated on the 15th of each month. The finance lease is collateralized by the leased assets which had a
carrying value of $2,152,857 at December 31, 2009.

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