---





(Great Basin Gold or the Company)



ANNUAL INFORMATION FORMfor the year ended
December 31, 2010



This Annual Information Form (AIF) is as of March 27,
2011

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| |  2  | Annual Information Form
| | ----- | -----------------------

ITEM 2 TABLE OF CONTENTS

|ITEM
      2  | TABLE
      OF CONTENTS                                                                  | 2 
|------------- | ---------------------------------------------------------------------------------------- | --
|              |                                                                                          |   
|ITEM
      3  | CORPORATE
      STRUCTURE                                                                | 11
|              |                                                                                          |   
|ITEM
      4  | GENERAL
      DEVELOPMENT OF THE BUSINESS                                                | 14
|              |                                                                                          |   
|ITEM
      5  | DESCRIPTION
      OF BUSINESS                                                            | 14
|              |                                                                                          |   
|ITEM
      6  | DIVIDENDS                                                                                | 73
|              |                                                                                          |   
|ITEM
      7  | DESCRIPTION
      OF CAPITAL STRUCTURE                                                   | 73
|              |                                                                                          |   
|ITEM
      8  | MARKET
      FOR SECURITIES                                                              | 74
|              |                                                                                          |   
|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                         | 85
|              |                                                                                          |   
|ITEM
      14 | TRANSFER
      AGENT AND REGISTRAR                                                       | 85
|              |                                                                                          |   
|ITEM
      15 | MATERIAL
      CONTRACTS                                                                 | 85
|              |                                                                                          |   
|ITEM
      16 | INTERESTS
      OF EXPERTS                                                               | 87
|              |                                                                                          |   
|ITEM
      17 | ADDITIONAL
      INFORMATION                                                             | 87
|              |                                                                                          |   
|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                                      | 91

LIST OF FIGURES

|FIGURE 1: | GBG GROUP
      STRUCTURE AS AT NOV 2010- WEBSITE.                                                                | 13
|--------- | ----------------------------------------------------------------------------------------------------------------- | --
|          |                                                                                                                   |   
|FIGURE 2: | LOCATION OF
      BURNSTONE PROPERTY                                                                              | 17
|          |                                                                                                                   |   
|FIGURE 3: | BURNSTONE
      MINE LAYOUT OF PRIMARY ACCESS TO KIMBERLEY REEF HORIZON                                           | 27
|          |                                                                                                                   |   
|FIGURE 4: | PLAN VIEW OF
      LHS STOPE LAY-OUT                                                                              | 28
|          |                                                                                                                   |   
|FIGURE 5: | GENERAL
      VERTICAL SHAFT ARRANGEMENT                                                                          | 30
|          |                                                                                                                   |   
|FIGURE 6: | CONSTRUCTION
      OF BURNSTONE METALLURGICAL PLANT COMPLETED WITHIN 12 MONTHS                                    | 31
|          |                                                                                                                   |   
|FIGURE 7: | HOLLISTER
      PROPERTY LOCATION                                                                                 | 37
|          |                                                                                                                   |   
|FIGURE 8: | TRIAL MINING
      STOPE 3000N 1 E LIFT 43 PLAN VIEW CHANNEL ASSAYS (AU OZ/TON).                                  | 43
|          |                                                                                                                   |   
|FIGURE 9: | EXISTING
      BLANKET ZONE HIGH GRADE DRILLING INTERCEPT CLUSTERS RELATIVE TO TRIAL
      MINING STOPE 3000N 1E. | 44

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| |  3 | Annual Information Form
| | ---- | -----------------------

LIST OF TABLES

|TABLE
      1:  | DRILLING
      CONDUCTED BY GREAT BASIN GOLD  BURNSTONE PROPERTY                                                                                                                                 | 21
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|                |                                                                                                                                                                                                   |   
|TABLE
      2:  | MEASURED
      AND INDICATED RESOURCES 2011 BURNSTONE REPORT.                                                                                                                                     | 23
|                |                                                                                                                                                                                                   |   
|TABLE
      3:  | SUMMARY
      OF THE INFERRED RESOURCES AT VARIOUS CUT-OFF GRADES 2011 BURNSTONE REPORT                                                                                                           | 24
|                |                                                                                                                                                                                                   |   
|TABLE
      4:  | SUMMARY
      OF THE BURNSTONE PROPERTY DILUTED RESERVE ESTIMATE AT A 350 CM G/T GOLD
      CONTENT CUT-OFF.                                                                                      | 25
|                |                                                                                                                                                                                                   |   
|TABLE
      5:  | SUMMARY
      OF BURNSTONE PROPERTY DRILLING PHASES 2003-2010.                                                                                                                                    | 25
|                |                                                                                                                                                                                                   |   
|TABLE
      6:  | FINANCIAL
      ANALYSIS ASSUMPTIONS  BURNSTONE.                                                                                                                                                 | 33
|                |                                                                                                                                                                                                   |   
|TABLE
      7:  | CASH
      COST PER OUNCE (US$)  BURNSTONE                                                                                                                                                       | 33
|                |                                                                                                                                                                                                   |   
|TABLE
      8:  | BURNSTONE
      MINE  2009 AND 2011 PROJECT CAPITAL COST.                                                                                                                                        | 34
|                |                                                                                                                                                                                                   |   
|TABLE
      9:  | LOM
      CAPITAL COST ESTIMATES  BURNSTONE                                                                                                                                                      | 34
|                |                                                                                                                                                                                                   |   
|TABLE
      10: | FINANCIAL
      ANALYSIS  BURNSTONE.                                                                                                                                                             | 34
|                |                                                                                                                                                                                                   |   
|TABLE
      11: | GOLD
      PRICE SENSITIVITY  2011 BURNSTONE REPORT                                                                                                                                              | 35
|                |                                                                                                                                                                                                   |   
|TABLE 12:       | REMAINING PROJECT CAPITAL – 2011 BURNSTONE  REPORT (US$ MILLION)                                                                                                                                  | 35
|                |                                                                                                                                                                                                   |   
|TABLE
      13: | SHOWING
      THE STOPE LOCALITY, CHANNEL SAMPLE RESULTS AND BLANKET ZONE TARGETS.                                                                                                                | 43
|                |                                                                                                                                                                                                   |   
|TABLE
      14: | SUMMARY
      OF IN SITU MINERAL RESOURCES ESTIMATE BY GOLD GRADE CUT OFF (AUGUST 2010).                                                                                                          | 47
|                |                                                                                                                                                                                                   |   
|TABLE
      15: | SUMMARY
      OF HOLLISTER PROPERTY INFERRED MINERAL RESOURCES (AUGUST 2010).                                                                                                                     | 48
|                |                                                                                                                                                                                                   |   
|TABLE
      16: | RECONCILIATION
      BETWEEN THE JANUARY 2009 AND JANUARY 2011 RESERVE ESTIMATES WITHOUT
      APPLYING THE CALL FACTORS AT A CUT-OFF GRADE OF 0.25 OZ/ST AND TAKING
      DEPLETION INTO ACCOUNT | 48
|                |                                                                                                                                                                                                   |   
|TABLE
      17: | SUMMARY
      OF THE HOLLISTER PROPERTY MINERAL RESERVE ESTIMATES AT A 8.57 G/T (0.25
      OZ/ST)(JANUARY 2011).                                                                                 | 49
|                |                                                                                                                                                                                                   |   
|TABLE
      18: | SUMMARY
      OF THE TRIAL STOPING AND MILLING RESULTS                                                                                                                                            | 50
|                |                                                                                                                                                                                                   |   
|TABLE
      19: | ORE
      SALES AND TOLL MILLING AGREEMENTS                                                                                                                                                       | 51
|                |                                                                                                                                                                                                   |   
|TABLE
      20: | ECONOMIC
      ASSUMPTIONS.                                                                                                                                                                       | 52
|                |                                                                                                                                                                                                   |   
|TABLE
      21: | FINANCIAL
      ANALYSIS (AFTER-TAX).                                                                                                                                                             | 53
|                |                                                                                                                                                                                                   |   
|TABLE
      22: | SENSITIVITY
      ANALYSIS USING DIFFERENT AU PRICES                                                                                                                                              | 53
|                |                                                                                                                                                                                                   |   
|TABLE
      23: | CAPITAL
      COST ESTIMATES  HOLLISTER PROPERTY.                                                                                                                                                | 53
|                |                                                                                                                                                                                                   |   
|TABLE
      24: | CASH
      COST ESTIMATES  HOLLISTER PROPERTY.                                                                                                                                                   | 54
|                |                                                                                                                                                                                                   |   
|TABLE
      25: | SHARE
      CAPITAL STRUCTURE.                                                                                                                                                                    | 73
|                |                                                                                                                                                                                                   |   
|TABLE
      26: | TRADING
      PRICES.                                                                                                                                                                             | 74
|                |                                                                                                                                                                                                   |   
|TABLE
      27: | DIRECTORS                                                                                                                                                                                         | 77
|                |                                                                                                                                                                                                   |   
|TABLE
      28: | BOARD
      COMMITTEES.                                                                                                                                                                           | 78
|                |                                                                                                                                                                                                   |   
|TABLE
      29: | PRINCIPAL
      ACCOUNTANT FEES.                                                                                                                                                                  | 90
|                |                                                                                                                                                                                                   |   
|TABLE
      30: | CONTRACTUAL
      OBLIGATIONS.                                                                                                                                                                    | 91

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| |  4 | Annual Information Form
| | ---- | -----------------------

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.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CAUTIONARY NOTE TO UNITED STATES INVESTORS

Canadian Disclosure Regarding Mineral Properties

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

This
AIF includes mineral reserve estimates that have been calculated in accordance
with NI 43-101, as required by Canadian securities regulatory authorities. For
United States reporting purposes, SEC Industry Guide 7 (under the United States
Securities Exchange Act of 1934 (the Exchange Act)), as interpreted by Staff
of the SEC, applies different standards in order to classify mineralization as a
reserve. As a result, the definitions of proven and probable reserves used in NI
43-101 differ from the definitions in the SEC Industry Guide 7. Under SEC
standards, mineralization may not be classified as a reserve unless the
determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made.
Among other things, all necessary permits would be required to be in hand or
issued immediately in order to classify mineralized material as reserves under
the SEC standards. Accordingly, mineral reserve estimates contained in this AIF
in connection with the Burnstone Property may be calculated differently under
SEC standards and none of the reserves assigned to the Hollister Property herein
would qualify as ore reserves under SEC standards.

In
addition, this AIF uses the terms measured mineral resources, indicated
mineral resources and inferred mineral resources to comply with the reporting
standards in Canada. We advise United States investors that while those terms
are recognized and required by Canadian regulations, the SEC does not recognize them. United
States investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into mineral reserves. These
terms have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. Further, inferred
resources have a great amount of uncertainty as to their existence and as to
whether they can be mined legally or economically. Therefore, United States
investors are also cautioned not to assume that all or any part of the inferred
resources exists. In accordance with Canadian rules, estimates of inferred
mineral resources cannot form the basis of feasibility or other economic
studies. It cannot be assumed that all or any part of measured mineral
resources, indicated mineral resources, or inferred mineral resources will
ever be upgraded to a higher category. Investors are cautioned not to assume
that any part of the reported measured mineral resources, indicated mineral
resources, or inferred mineral resources in this AIF is economically or
legally mineable.

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| |  5 | Annual Information Form
| | ---- | -----------------------

In
addition, disclosure of resources using contained ounces is permitted under
Canadian regulations; however, the SEC only permits issuers to report
mineralization that does not qualify as a resource as in place tonnage and grade
without reference to unit measures.

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

Canadian Generally Accepted Accounting Principles

Prospective
United States investors should be aware that the financial information contained
in this AIF or incorporated by reference herein has been prepared in accordance
with accounting principles generally accepted in Canada and (where audited) have
been subjected to Canadian auditing and Canadian auditor independence standards.
Accordingly, the Companys financial statements may not be comparable to
financial statements of United States companies prepared in accordance with U.S.
generally accepted accounting principles.

Canadian
public companies will be required to prepare financial statements in accordance
with

International
Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board, for financial years beginning on or after January 1,
2011. Effective January 1, 2011, the Company has adopted IFRS as the basis for
preparing its consolidated financial statements. The Company will issue its
financial results for the quarter ended March 31, 2011 prepared on an IFRS basis
and will provide comparative data on an IFRS basis as required.

The
IFRS conversion project consists of four phases: diagnostic; design and
planning; implementation; and post implementation. The Company has completed the
diagnostic, design and planning and implementation phases. The major variances
identified and adjusted include the valuation of compound financial instruments,
accounting for property, plant and equipment, the effects of changes in foreign
currency exchange rates and alternatives available under IFRS 1  First Time
Adoption of IFRS. The conversion to IFRS has had a relatively low impact on the
financial record keeping, internal control and financial disclosure of the
Company due to the historical exploration and project development nature of
the Companys business. Accounting systems have been assessed and
re-configured to ensure accurate reporting under IFRS, both internally and
externally. The Companys key financial staff have been trained in IFRS and the
majority of them have been exposed to reporting under IFRS for more five years
or more. The adoption of IFRS principles is not expected to have a material
affect on the manner in which the Company reports its accounts.

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| |  6 | Annual Information Form
| | ---- | -----------------------

Incorporation of Continuous Disclosure Documents by
Reference

In
this AIF, the Company, we, us, GBG or Great
basin Gold 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, 2009, and 2010 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       

Currency
conversions used herein are based on December 31, 2010, published by the Bank of
Canada as follows: $1 US = $0.996 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.

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| |  7 | Annual Information Form
| | ---- | -----------------------

|                        | Years Ended December 31
|----------------------- | -----------------------
|2010                    | 2009                   
|Rate at end of period   | 1.005                  
|Average rate for period | 0.970                  
|High for period         | 1.005                  
|Low for period          | 0.927                  

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
|----------------------- | -----------------------
|2010                    | 2009                   
|Rate at end of period   | 0.151                  
|Average rate for period | 0.136                  
|High for period         | 0.151                  
|Low for period          | 0.125                  

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
|----------------------- | -----------------------
|2010                    | 2009                   
|Rate at end of period   | 0.151                  
|Average rate for period | 0.140                  
|High for period         | 0.151                  
|Low for period          | 0.133                  

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| |  8 | Annual Information Form
| | ---- | -----------------------

GLOSSARY

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

|2011 Burnstone Report | a technical report entitled Technical Report Update on
      the Mineral Resource and Mineral Reserve Estimates for the Burnstone Gold
      Mine, Mpumalanga Province of the Republic of South Africa dated February
      8, 2011, prepared by Frederik J. de Bruin, Pr.Sci.Nat., of Deswik Mining
      Consultants, Johannes G. Oelofse, Pr. Eng., FSAIMM, Philip N. Bentley, Pr.
      Sci. Nat. and Daniel J. van Heerden, Pr. Eng., ECSA, FSAIMM, AMMSA, of
      Minxcon Consultants, filed on SEDAR on February 8, 2011.
|--------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2011 Hollister Report | a technical report entitled Technical Report on the
      Update of the Mineral Resource and Mineral Reserve Estimates for the
      Hollister Gold Mine, Elko County, Nevada, USA dated February 8, 2011,
      prepared by Johannes G. Oelofse, FSAIMM, Pr. Eng., Philip N. Bentley, Pr.
      Sci. Nat. and Daniel J. van Heerden, Pr. Eng., ECSA, FSAIMM, AMMSA, of
      Minxcon Consultants, filed on SEDAR on February 8, 2011                                                                                            
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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. Its name has since been
      changed to Hollister Venture Corp.                                                                                                                                                                                                                                                                                                                                                      
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|I-Drift               | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |  9 | Annual Information Form
| | ---- | -----------------------

|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.                                                                                                                                                                                                                                       
|                                          |                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                                                                                         

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| |  10 | Annual Information Form
| | ----- | -----------------------

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.

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| |  11 | Annual Information Form
| | ----- | -----------------------

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 - 2010
|-------------------------------------------------------
|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                                    
|Great Basin Gold RSA (Pty) Ltd                         

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| |  12  | Annual Information Form
| | ------ | -----------------------

|Great Basin Gold Ltd Corporate
        Structure - 2010
|-------------------------------------------------------
|Name of Subsidiary                                     
|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                               

---

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

GBG GroupStructure



Figure 1: GBG GroupStructureas at Nov 2010-Website.

---

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

ITEM 4   GENERAL DEVELOPMENT OF THE
BUSINESS

History

Great
basin Gold Gold is a mining company engaged in the acquisition, exploration and
development of precious metal deposits. The Company currently has two material
projects, one of which is 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 the other one (b) the Burnstone gold mine, acquired in 2002, and which is located in the Witwatersrand
Basin goldfields in South Africa (the Burnstone Property) and which commenced
commercial production in January 2011.

Updated
technical reports were filed for both the Hollister Property and the Burnstone
Property in February 2011, which are available at Great Basin Gold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 and
in February 2011. 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 and in February
2011.

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, three technical reports covering the
results of 2008 drilling have been submitted. 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 since been refurbished (see Hollister
Property, Nevada and its Hollister Development Block -Milling) and which is
currently processing approximately 300 tons of ore per day.

Although
we currently are undertaking commercial mining operations at the Burnstone mine,
revenues generated during 2010 are attributable only to gold and ore sales from
the ore extracted during the trial mining activities conducted at the Hollister
Property.

Significant Acquisitions

The
Company did not acquire or dispose of any material properties during 2010.

ITEM 5   DESCRIPTION OF BUSINESS

General

We
are engaged in the business of gold mining and acquiring ownership of or
interests in, exploring and, where warranted, developing precious metals
deposits. For the past five 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 and 2011 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 and
2011. A New Order Mining Right under the MPRDA was granted for the Burnstone
mine in October 2008, which allows the Company to mine gold, silver, and
aggregate. Commercial mining at the Burnstone mine as stated above commenced in
January 2011.

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| |  15  | 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),
although the Company intends disposing of the Kurils Property.

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 Technical Report Update on the Mineral Resource and
Mineral Reserve Estimates for the Burnstone Gold Mine, Mpumalanga Province of
the Republic of South Africa dated February 8, 2011, prepared by Frederik J. de
Bruin, Pr.Sci.Nat., of Deswik Mining Consultants,Johannes G. Oelofse,
Pr. Eng., FSAIMM, Philip N. Bentley, Pr. Sci. Nat. and Daniel J. van Heerden,
Pr. Eng., ECSA, FSAIMM, AMMSA, of Minxcon Consultants, filed on SEDAR on
February 8, 2011. Messrs. Oelofse and Bentley are employees of Great Basin Gold
and Messrs. van Heerden and de Bruin are independent of the Company.

|All information relating to the contents of the 2011
      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 2011 Burnstone Report was prepared to update the June 2010 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.The references to proven reserves and probable reserves,
in this AIF have been determined in accordance with Canadian securities
regulations (under National Instrument 43-101 Standards of Disclosure for
Mineral Projects), which differ from the SECs standards for reserve
classification (also see Cautionary Note to United States Investors
above and Risk Factors below).Costs, including design, procurement,
construction and ongoing operating costs and metal recoveries could be
materially different from those contained in the 2011 Burnstone Report. Energy
risks include the potential for significant increases in the cost of fuel and
electricity. The 2011 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 2011 Burnstone Report. Prices for gold have been below the price ranges
assumed in 2011 Burnstone Report at times during the past ten years, and for
extended periods of time. Other general risks include those ordinary to
producing mines, including 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.

---

| |  16 | 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 2: Location of Burnstone Property).

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 commenced
commercial production in January 2011.

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: Location of Burnstone Property
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.

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



Figure 2: Location of Burnstone Property

Source: Great Basin Gold

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
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. There was an agreed share lock-up period of three years that
expired on October 1, 2010 during which the Common Shares owned by Tranter could
not be traded. The trading of the shares is, however, still subject to the
fulfilling by Tranter of certain contractual arrangements with Investec Bank
Ltd. and Great Basin Gold that have arisen out of the loan agreements.

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

Subsequently
the Company, through its wholly owned subsidiary Southgold Exploration (Pty) Ltd
agreed with Investec to increase the guarantee to ZAR140 million ($21 million)
to cover any shortfall in interest or principal repayments on the loan
outstanding by Tranter to Investec. Any advances to Tranter under this guarantee
are due to be repaid by Tranter in instalments from 2014 to 2017, with interest
at South African prime interest rate plus 2%. Security for any advances made
pursuant to this guarantee includes a second charge against any shares of the
Company held by Tranter (second to Investec).

Southgold
was also required to set aside $12 million (ZAR80 million) in an Investec
account to be utilized for any advances required to be made to Tranter under the
guarantee. The amount agreed to be set aside set aside was loaned to Tranter in
October 2010 through a loan of $13 million (ZAR88 million) under the guarantee
agreement. Therefore the balance of the restricted cash ($12 million) as
disclosed in the September 30, 2010 interim financial statements was used to
partially fulfill this obligation. As a result of the loan the remaining Tranter
guarantee is now reduced to ZAR52 million ($6.9 million) and Tranter continues
to owe the Company $13 million.

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.

In
addition, the mandatory Environmental Impact Assessment (EIA) for Area 2 has
been completed and submitted to the authorities for approval.

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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| |  19 | 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. The decision to establish the raw water
supply infrastructure was therefore put on hold in the medium term, although the
Company is in the process of acquiring the necessary approvals from landowners
and the authorities to construct and take water from the pipeline

The
nearest airport is the O.R. Tambo (Johannesburg) International Airport located
west of Johannesburg and some 70 km northwest of the Burnstone Property.

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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| |  20  | 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 1below.

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| |  21  | 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 March 2009         | Areas 1, 3 and 4                                                                                                                                                                                                                                                          | Basis of Mineral
      Resource Estimate September 2009                                                                                                                                                                                                                                                        
|March 2009 to June 2010       | Area 1 and 2                                                                                                                                                                                                                                                              | Basis of Mineral
Resource Estimate June 2010                                                                                                                                                                                                                                                                   

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.

With
the granting of the Burnstone Mining Right in October 2008 focus moved to
underground development of the mine. During 2009 and up to June 2010 exploration
has been focussed on data base management, and the initiation of structural
studies for prospecting right permits that lie outside the Mining Right area. Planning for
further exploration in these areas has been effected in line with the
maintenance of these prospecting rights.

---

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

Since
the March 2009 Mineral Resource estimate a further 33 underground drill holes
and 362 channel samples have been added to the resource database. No surface
drilling was undertaken with the focus being on the underground mine
development. The underground drilling has been effected from the Burnstone
decline and ancilliary infrastructure.

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. All sampling is undertaken by a sampling team under the
supervision of a Chief Sampler and a responsible Geologist who have 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. All core is photographed with beginning,
ending and intermediate intervals clearly marked on each box. Core is
photographed prior to sampling or any other procedure that may disturb the
initial orientation of the core as it was originally placed in the storage box
or container.

Core
recovery has generally been very good, averaging 99.7% for the sampled
intervals. In addition to this, specific gravity measurements are taken prior to
sampling marked intervals in the Kimberley Reef and surrounding wall rocks. The
core is logged in appropriate detail including identification of lithology,
structure, alteration, mineralization and other notable characteristics.
Percentages of core recovery of Rock Quality Descriptor (RQD) are included in
the log.

The
whole width of the Kimberley Reef is sampled with a 2 cm bounding sample on both
the hanging wall and footwall contact. When internal quartzite is present within
the Kimberley Reef package, the reef is sampled according to lithological
boundaries, provided that internal quartzite is larger than 10 cm. if the
internal quartzite portion is less than 10 cm it is included in the reef sample.

Core
samples are split on the centre line lengthwise using a diamond-tipped rock saw
blade. The top half of the core is used for sampling and the bottom half is
returned to the core box and stored in the core shed.

The Burnstone Mine has designated a laboratory that is to be used as its
primary analytical laboratory. All initial analysis is performed by the
primary laboratory and check sample analysis of randomly selected samples is
completed by a secondary laboratory (Umpire Lab). Other laboratories may be
used to further validate results when necessary. In the past, Lakefield and ALS
Chemex laboratories have conducted primary assays. With the development of the
Burnstone mining operation, an on-site analytical facility has been capitalised,
and is managed by Performance Laboratories. All on-mine analyses are conducted
here, and round robin checks are also undertaken for quality assurance and
compliance purposes.

Mineral Resource Estimates

The
Burnstone Mineral Resources have been revised in-line with the Mineral Reserve
estimate update as discussed below. The Mineral Resources estimate was completed
in June, 2010 and announced in a press release on August 23, 2010. The Mineral
Resource estimate was based on a 4 2 1 model, which uses a minimum of 4
informing samples for a Measured Resource classification, 2 for an Indicated
classification and 1 for an Inferred classification. The current model uses the same estimation parameters but more stringent
classification criteria, which is a minimum of 6 informing samples for Measured,
3 for Indicated and 2 for Inferred.

---

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

At a 350 cmg/t cut-off, the
tighter classification parameters have resulted in an 8% decrease in total
Measured and Indicated Resources tonnage, a 2% increase in grade from 6.30 to
6.44 g/t Au, and a combined 6% adjustment downwards of contained gold in the
Measured and Indicated Resources categories to 12.1 million ounces. The 350
cmg/t cut-off is lower than the 400 cmg/t used for previous estimates and
conversions to Mineral Reserves, reflecting increased confidence in these
estimates.

|Cautionary Note to Investors Concerning Estimates of Measured and
      IndicatedResources                                                                                                                                                                                                                                                                                                                         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                   
|The 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 cautionednot to assume that any part or all of mineral deposits in these
      categories will ever beconverted into reserves.

Table 2: Measured and Indicated Resources 2011 Burnstone
Report.

|Classification               | Content cmg/tcut off | M tonnes | Au g/t     | Au oz     
|---------------------------- | -------------------- | -------- | ---------- | ----------
|Measured                     | 300                  | 41.2     | 5.67       | 7,496,000 
|350                          | 37.2                 | 5.78     | 6,900,000 
|400                          | 33.1                 | 5.94     | 6,326,000 
|Indicated                    | 300                  | 23.5     | 7.31       | 5,516,000 
|350                          | 21.3                 | 7.60     | 5,199,000 
|400                          | 19.8                 | 7.77     | 4,956,000 
|Total measured and indicated | 300                  | 64.6     | 6.26       | 13,012,000
|350                          | 58.4                 | 6.44     | 12,099,000
|400                          | 53.0                 | 6.63     | 11,283,000

|Cautionary Note to
      Investors Concerning Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The 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. Investorsare cautioned not to assume that any part
      or all of an inferred resource exists, or iseconomically or
      legally mineable.

---

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

Table 3: Summary of the Inferred Resources at Various
Cut-off Grades 2011 Burnstone Report.

|Classification | Content cmg/tcut
      off | M tonnes | Au g/t    | Au oz    
|-------------- | -------------------------- | -------- | --------- | ---------
|Inferred       | 300                        | 66.8     | 4.33      | 9,306,000
|350            | 54.9                       | 4.75     | 8,374,000
|400            | 49.1                       | 4.86     | 7,679,000

|Note: | Tables 2 and 3 are calculated by applying a gold price of
      US$1,000 per Troy ounce and US$15 per Troy ounce for silver. Mineral
      resources that are not mineral reserves do not have demonstrated economic
      viability. Contained ounces and equivalent ounces are undiluted and assume
    100% recoveries.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: February 2011 Burnstone Report (figures as of June,
2010)

The
June 2010 Mineral Resource estimate involved the analysis of information on 339
surface boreholes, 35 underground boreholes and 362 underground channel samples.
During 2011, drilling will focus on underground stope and mining block
delineation, and structural investigations.

Mineral Reserves

At
the Burnstone Property, mineral reserves increased by 55% with the majority of
the increase attributable to the improved geological information obtained from
underground development and drilling conducted since the January 2009 reserve
update as well as additional reserves included from Area 2. Detailed planning
has shown that production at Area 2 of the Burnstone Property can be increased
and be extracted through separate infrastructure. Since the January 2009 reserve
update, the Company has completed over 6,000 meters (19,685 feet) of on-reef
development and over 3,851 meters2 (41,452 feet2) of long hole stoping (LHS).
In LHS a vertical hole is produced inside of the ore from the top of the block
to the bottom. Long holes are drilled to blast vertical slabs off the ore block.
A loader picks up the broken ore from the lower tunnel. The January 2011 mineral
reserve update and LOM planning is based on LHS as the preferred mining method,
and the decrease in dilution from this mining method has also positively
impacted on the updated reserve estimate. The January 2011 mineral reserve
update and LOM planning is based on LHS as the preferred mining method, and the
decrease in dilution from this mining method also positively impacted on the
updated reserve estimate.

At
a cut-off gold content of 350 centimeter-grams per tonne (cmg/t) the combined
Proven and Probable Mineral reserves of the Burnstone Property are 6.4 million
Au oz grading 4.47 g/t (0.13 oz/ton) Au after application of a 95% Call Factor
for mining and a 95% metallurgical recovery. Currently, 53% of the measured and
indicated mineral resources have been converted into Proven and Probable
Reserves.

|Cautionary Note to
      Investors Concerning Reserve Calculations                                                                                                                                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                 
|The following table refers to proven
      reserves and probable reserves, which have been determined
      in accordance with Canadian securities regulations (under National
      Instrument 43-101 Standards of Disclosure for Mineral Projects),
      which differ from the SECs standards for reserve classification.
|See Cautionary Note to United States
      Investors above and Risk Factors below.                                                                                                                                                                                                                                           

---

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

Table 4: Summary of the Burnstone Property Diluted
Reserve Estimate at a 350 cm g/t Gold Content Cut-off.

|Category                    | Tonnes Treated | Recovered Grade (g/t) | Recovered Au content (oz)
|--------------------------- | -------------- | --------------------- | -------------------------
|Proven                      | 29,784,000     | 4.11                  | 3,933,000                
|Probable                    | 14,436,000     | 5.23                  | 2,427,000                
|Proven and Probable Reserve | 44,220,000     | 4.47                  | 6,360,000                

|Note: | The gold ounces reported above are as stated by the
      Company. They were calculated by the Company by applying a gold price of
      US$ 1,000 per Troy ounce. Dilution factors including LHS panels where the
      channel width is < 60 cm and Metallurgical Recovery factors of 95% for
      Au were applied. Source 2011 Burnstone Report (figures as of January,
    2011).
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Underground and Surface drilling

The
June 2010 mineral resource estimate involved the analysis of information on 339
surface boreholes, 35 underground boreholes and 362 underground channel samples.
During 2011, drilling will focus on underground stope and mining block
delineation, and structural investigations. The phases of surface exploration
drilling for the Burnstone Property since 2003 are summarized below:

Table 5: Summary of Burnstone Property Drilling Phases
2003-2010.

|Date                                | Area tested                                                                                                                                                                                                                                                               | 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 toJanuary
      2008  | Areas 1, 2 and 4                                                                                                                                                                                                                                                          | Basis of Mineral Resource Estimate,
      January 2008                                                                                                                                                                                                                                                         
|January 2009 to March 2009          | Areas 1, 3 and 4                                                                                                                                                                                                                                                          | Basis of Mineral Resource Estimate,
      January 2009                                                                                                                                                                                                                                                         
|April 2009 to June 2010             | Areas 1 and 2                                                                                                                                                                                                                                                             | Basis of Mineral Resource Estimate,
June 2010                                                                                                                                                                                                                                                                  

Mine Development and Production Build-up

Based
on the results of the 2006 Feasibility Study (which was followed by an Optimized
Feasibility Study, reported in June 2007), the Company began the portal
construction of the prospecting decline shaft on July 7 2006. On August 11, 2006
the decline development commenced, this was associated with the bulk sample
approval in terms of section 20 of the MPRDA authorizing the taking of a 26,000
tonne bulk sample as well as removal and disposal thereof.

---

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

The Company started the first phase of the development program in May 2006 with
the establishment of infrastructure on site to facilitate decline development.
The DMR later approved the sinking of a secondary outlet in the form of a
vertical shaft, and construction commenced in early 2008.

Subsequent
to the granting of the mining right for Burnstone and the approval of the
Environmental Management Program (EMP), the bulk sample program was replaced
by a Life of Mine Plan (LOMP). The decline, vertical shaft, tailings dam,
metallurgical plant, site offices, warehouses, settling ponds, power lines,
water feed systems and all infrastructure required for full commercial
production has been completed and is in place. The construction of a secondary
outlet in the form of a vertical shaft commenced in early 2008. The vertical
shaft was commissioned in the third quarter of 2010 and the man and material
winders were licensed on October 15, 2010.

The
commissioning of the metallurgical plant was structured in such a manner to
allow for components to be fully sequentially commissioned hence allowing for a
fully operational integrated operating facility by January 2011. The
metallurgical plant is expected to reach commercial levels of production by end
January 2011.

Good
progress continues to be made to open up mining blocks, especially blocks B and
C. A total of approximately 19,061ft (5,810 meters) of reef development had been
completed for the year ended December 31, 2010 with 21,792 ft (6,644 meters) of
reef development being completed to date.

Tons
from reef development will be treated by the metallurgical plant but due to the
added dilution associated with these tons a relatively low head grade is
delivered to the mill. The rate of stoping will be increased as more stopes
become available which will increase the blended head grade delivered to the
plant. Production build-up during 2011 to reach the planned Au ounces of 110,000
to 140,000 for the year will be dependent on achieving the planned rate of
development as this will ensure required stopes being available to achieve
production targets. Development rates will increase from a monthly average of
3,300 ft (1,000 meters) in Q1 2011 to 10,000 ft (3,000 meters) by the end of Q4
2010. As at December 31, 2010, approximately 197,000 ore tonnes from mining and
development had been accumulated on the surface stockpiles at an average grade
of 1 g/t. These tons are being co-mingled with development and stope tons mined
in Q1 2011 to allow for a steady increase in the milling rate from 90,000 tonnes
in January to 125,000 tonnes in July 2011. The blended head grade will also
increase from 0.03 Au oz/t in Q1 2011 to 0.10 Au oz/t in Q4 2011.

---

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



Figure 3: Burnstone Mine Layout of Primary Access to
Kimberely Reef Horizon.

Mining method

The
grade bearing reef on the Burnstone property is the Kimberley Reef. Over much of
the identified mining area, this reef has average channel widths of 63cm, but
can range from 0 cm (waste on contact) to 238cm. The reef dips at an average
of 10° with dips ranging from flat to 17°.The structure is antiformal
with a gentle plunge from North-West to South-East. From a practical mining
perspective, this is categorised as being a relatively flat ore body. The reef
occurs at depths from 250m below surface to more than 1,000m below surface.

The
Company completed the optimised feasibility study in 2007 and has commenced with
construction and development of Burnstone in mid 2007. The feasibility study for
Burnstone was based on hybrid mining method, with no mechanisation on the reef
plane. Hybrid mining method comprises of trackless footwall waste development
and conventional breast stoping utilising hand held drill machines and face and
gully scraper cleaning.

The
Company investigated the opportunity of the using alternative mining methods at
Burnstone with the objective of improving safety, productivity and profitability
of Burnstone. In December 2007, the Company commissioned Turgis Consulting
Limited (Turgis) to evaluate the possibility of using Long Hole Stoping (LHS)
at Burnstone. The concept of LHS in narrow, tabular, low stress, steep dipping
ore bodies is relatively common worldwide, whilst use in relatively flat (<20
degrees) for normal production is not commonly practiced.

Turgis
completed a positive scoping study and was tasked to complete a detailed life of
mine plan for Burnstone utilizing LHS as a mining method.

---

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

The
LHS trial has been completed in Q4 2010, following 12 months experimenting with
drilling, blasting and cleaning techniques. The progress made and results
achieved during the trial period enabled the Company to implement LHS as the
preferred mining method and develop a life-of-mine (LOM) plan based on this
mining method. Our ore body also allows us to use LHS due to the relative flat
dip (7  11 degrees) as well as the fact that we are mining at depths of 924 
1,980 ft (280  600 meters) for the majority of the LOM. The development of
standard drill rigs being able to drill the 50 ft (15 meters) extremely accurate
also benefits this mining technique. The remainder of the equipment is also
standard to the industry and includes load haul dumpers, dump trucks, roof
bolters and single and twin boom drill rigs used for development in most
underground mines throughout the world. The actual drilling, blasting and
cleaning of the stope material is performed by a few specialized teams that have
received the necessary training while the majority of the workforce focuses on
development and support services to the mine.



Figure 4: Plan view of LHS stope lay-out.

As illustrated in Figure 4, reef areas are cut into 113
ft (34.5 meters) by 113 ft blocks by low profile reef drives of 13 ft (4 meters)
by 7 ft (2 meters). T shaped pillars of 15 ft (4.5 meters) are left for
support with the T configuration also providing support with blasting and
cleaning of material into the low profile reef drives. Every fifth reef drive is
a high profile drive of 15 ft (4.5 meters) by 15 ft. Low profile load haul
dumpers muck the blasted material from the low profile drive to the high profile
drives where it is loaded onto dump trucks and transported to the vertical shaft
for hoisting.

The reef development completed thus far as well as the
information from drilling has indicated an average channel width of 2.24 ft
(0.68 meters). During the trial period the stoping team had been successful in
managing the dilution to the average channel width. Ensuring that dilution is
managed to the minimum will remain a key focus during the LOM as this will
create the opportunity to increase the ore tons delivered to the plant at an
increased head grade.

LHS has numerous benefits that include:

- Safety- No personnel enter the stopes as trackless drill rigs are used to
  drill into the reef from the reef drives.

---

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

- Skills- Our employees all had 10 years of schooling and are fluent in
  English. This enables us to utilize world-class training and testing
  techniques to equip our personal with the skills required.
- Efficiencies- LHS enables us to achieve significantly higher efficiencies
  than conventional mining in terms of tons and ounces per employee. Production
  build-up and the sustaining rate of production is higher than with
  conventional mining.

The Company has at February 1, 2011 completed over 6,000 meters
(19,685 feet) of on-reef development and over 3,851 m2 (41,452
feet2) of LHS. The 2011 Mineral reserve update and LOM planning is
based on LHS as the preferred mining method, and the decrease in dilution from
this mining method also positively impacted on the updated reserve estimate.

Vertical shaft

On
March 10, 2008, GBG announced that the DMR had approved an amended Environmental
Management Plan (EMP) for the sinking of a secondary outlet, in the form of a
vertical shaft at its Burnstone development Burnstone Gold Mine. This
development is aimed to remain in compliance with safety regulations by the
establishment of a second outlet for the bulk sample Burnstone Gold Mine
currently in development. Since the effective date of the Mining Right on
February 17, 2009, the vertical shaft remains a secondary outlet required by
law, but could also now assume its primary role, i.e. (after commissioning) as
described below

The
vertical shaft is intended primarily for rock hoisting, but is also equipped for
the insertion and extraction of men and material. For this purpose, two winders
have been installed. The 7.5 m diameter vertical shaft, lined with 300mm
concrete, was sunk to an ultimate depth of 487 m, and is designed for the
extraction of rock of 206,000tpm and the decline that can also do 80,000tpm over
and above.

The
contract to sink and equip the vertical shaft was awarded to Grinaker  LTA
Mining, a business unit of Aveng (Africa) Ltd. Site preparation and
establishment was completed in time for the sinking operation to commence after
the approval of the amended EMP. Currently, the vertical shaft has been
commissioned and both the man and rock winder have been licensed on the October
15, 2010. One tip is commissioned and hoisting of rock started. Final touch-up
equipping of the shaft is taking place and will be completed by the end of
February 2011.

---

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



Figure 5: General Vertical Shaft Arrangement.

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 inline 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) was contracted in July 2009 to
manage an engineering, procurement and construction management contract on
behalf of the Company.

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.

---

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

The
metallurgical plant for Burnstone was designed for a production rate of 125,000
tonnes per month with an increase to 175,000 tonnes per month by adding a second
ball mill in-line with the production profile of the mine. A combination of a
Semi Autogenous Grinding (SAG) mill and Ball mill with a Carbon-in-Leach
(CIL) process is used to maximize recoveries.

The
completion of the plant terrace and site establishment by the construction
contractors in February 2010 allowed for commencement of plant construction. An
aggressive construction schedule was followed to ensure the plant was delivered
as a fully integrated, commissioned unit by the end of 2010. The project
encountered various challenges that included extraordinary rainfall, extreme
cold winter as well as the impact on deliveries and contractors by the soccer
world cup hosted in South Africa in July 2010. The construction schedule was
closely monitored and alternative measures were put in place to keep the
delivery schedule intact. Additional shifts were implemented and additional
contractors were brought onto site to catch-up lost time.



Figure 6: Construction of Burnstone Metallurgical Plant
completed within 12 months.

Diesel
powered generators were used for power generation during the construction phase.
The late delivery of permanent power to the site had a severe impact on the
delivery schedule as commissioning of the major components could not commence
without it. The commissioning of the plant was structured in a manner that
allowed for this to be done sequentially. The crusher and the silo feed conveyer
were commissioned on October 4, 2010 with crushed material being fed into the
silo. Conveyers were run at low speed for the duration of the commissioning
phase to ensure optimal performance prior to production.

---

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

The
SAG and Ball mills were commissioned in October, 2010. The SAG and Ball mills
are controlled using medium voltage drives, which offer improved reliability
through the use of high voltage insulate gate bipolar transistors that are 99%
efficient at full load and have a high dynamic response based on voltage source
inverter technology. This is the first application of this power management
technology in South Africa.

Gold
slag recovered from the mills during the refurbishment process was used to
commission the gold room in October, 2010. The first gold pour took place on
October 31, 2010 with gold recovered through the gravity circuit. Commissioning
of the gravity and CIL circuits as well as the thickener is now completed
allowing for the uninterrupted processing of material starting in February 2011.

Close-out
of construction packages is targeted for completion in Q1 2011. The plant has
achieved its targeted rate for January 2011 of 90,000 tonnes milled. The current
focus is to ramp up production and achieve a milling rate of 125,000 tons per
month by July 2011.

Tailings dam

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
tailings storage facility, inclusive of a bulk water storage dam was completed
in Q3 2010 to coincide with the commissioning schedule 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 first phase for
power supply to Burnstone consisting of 21 MvA, and on-site power reticulation
has been completed and all facilities on site are now connected to Eskom power.
Power supply to site will build-up to the required 51 MvA with the upgrade of
the existing Eskom sub-station and feeder lines by the end of Q3 2011. Current Eskom supply is adequate to complete
commissioning and to allow for the planned production build-up.

---

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

Surface infrastructure

A
combination of permanent and temporary buildings is being utilized. Site
offices, warehouses, settling ponds, power lines, water feed systems and all
surface infrastructure required for full commercial production has been
completed and is in place.

The
presence of a 100 feet (30 meters) coal seam resulted in a partial collapse of
the sidewall close to surface during Q2 2010. Additional support work which
included a 27 feet (8 meters) steel sleeve was installed and the subsided area
backfilled with concrete to stabilize the top portion of the shaft. Further
support with shotcrete, mesh, lacing as well as long anchors were also
installed. The installation and commissioning of the three 720 kW fans has been
completed and these are now operational.

Financial analysis

The
tables below provide a summary of the key parameters and results of the recent
economic analysis conducted on the Burnstone Property. 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. See discussion above under Cautionary
Note to United States Investors above.

Table 6: Financial Analysis Assumptions  Burnstone.

|Assumption                                                                   | January 2009 estimates                                 | January 2011 estimates                                 
|---------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------
|Au Price                                                                     | US$800/oz                                              | US$1,000/oz                                            
|US$/ZAR exchange rate                                                        | 1 US$ = ZAR9.00                                        | 1 US$ = ZAR9.00                                        
|Proven and Probable reserves used for the
      financial model              | 30 million tonnes @ 4.2 g/t 4.1 million oz
      of Au | 44 million tonnes @ 4.47 g/t 6.4 million oz
      of Au
|Percentage of measured and indicated
      resources used in financial model | 38%                                                    | 53%                                                    
|Gold recovery                                                                | 95%                                                    | 95%                                                    

Source: 2011 Burnstone Report

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 7: Cash Cost per Ounce (US$)  Burnstone.

|Cash costs per oz     | January 2009 estimates for
        LOM costs (US$/oz) | January 2011 estimates for
        LOM costs (US$/oz)
|--------------------- | ----------------------------------------------------- | -----------------------------------------------------
|Mining                | 211                                                   | 308                                                  
|Milling               | 30                                                    | 32                                                   
|Electricity           | 14                                                    | 36                                                   
|South African Royalty | 32                                                    | 36                                                   

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

|Cash costs per oz | January 2009 estimates for
        LOM costs (US$/oz) | January 2011 estimates for
        LOM costs (US$/oz)
|----------------- | ----------------------------------------------------- | -----------------------------------------------------
|Administration    | 32                                                    | 38                                                   
|Total             | 319                                                   | 450                                                  

Source: 2011 Burnstone Report

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

Table 8: Burnstone Mine  2009 and 2011 Project Capital
Cost.

|                                            | January 2009 Estimates (US$ million) | January 2011 Estimates (US$
    million)
|------------------------------------------- | ------------------------------------ | ----------------------------------------
|Mine development                            | 88                                   | 227                                     
|Process plant                               | 37                                   | 98                                      
|Vertical shaft                              | 30                                   | 63                                      
|Mining equipment                            | 13                                   | 35                                      
|Tailings                                    | 7                                    | 9                                       
|Sub Total                                   | 175                                  | 432                                     
|LOM Capital                                 | 49                                   | 275                                     
|Total Project Capital                       | 224                                  | 707                                     
|Capital spend up to December 31, 2008/ 2010 | 55                                   | 332                                     
|Remaining capital to be spent over LOM      | 169                                  | 375                                     

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 9: LOM Capital Cost Estimates  Burnstone.

|LOM Avg. Total Costs (US$/oz) | 2011 Burnstone Report
|----------------------------- | ---------------------
|Total costs                   | 620                  

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$1,530 million at a 5% discount rate and an
internal rate of return of 40.29% .

Table 10: Financial Analysis  Burnstone.

|                     | January 2009 Estimates | January 2011 Estimates
|-------------------- | ---------------------- | ----------------------
|Cash Operating Costs | US$ 319/oz             | US$ 450/oz            
|IRR                  | 35.60%                 | 40.29%                
|* NPV (5%)           | US$ 687 M              | US$ 1,530 M           
|* NPV (10%)          | US$ 414 M              | US$ 1,090 M           

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

|          | January 2009 Estimates | January 2011 Estimates
|--------- | ---------------------- | ----------------------
|Payback   | 5 years                | 3 years               
|Mine life | 15 years               | 26 years              

|Note: | January 2009 NPV includes
      historical capital spend.
|----- | ---------------------------------------------------------

Source: 2011 Burnstone Report

Sensitivity Analysis

The
following is a sensitivity analysis based on the June 2010 resource estimate. A
sensitivity analysis was conducted to understand the impact on NPV (5% discount
factor applied) by varying the Gold Price from US$850 to US$1,400 (although
US$1,400 cannot be considered to be the current consensus long-term gold price)
and the US$/ZAR exchange rate from ZAR7  10.

Table 11: Gold Price Sensitivity  2011 Burnstone Report.

|Au price             
|---------------------
|USD/ZAR exchange rate
|US$ million          
|US$1 = ZAR7.00       
|US$1 = ZAR8.00       
|US$1 = ZAR9.00       
|US$1 = ZAR10.00      

Plans

The
potential for an increase in the production build-up in the medium term using
LHS as the preferred mining method is demonstrated by the updated LOM plan.
On-reef development remains the key to delivering the planned production
build-up and will therefore be the priority focus for 2011. The production range
of 110,000 to 140,000 au oz is therefore the result of the increased focus on
on-reef development. Cash costs for 2011 are forecast in the range of US$520 
US$620/oz which includes the impact of the diluted grade from the additional
on-reef development.

Table 12: Remaining Project Capital  2011 Burnstone
Report (US$ million)

|                 | 2011        | 2013        | 2014        | 2017        | 2018        | 2019        | Total      
|---------------- | ----------- | ----------- | ----------- | ----------- | ----------- | ----------- | -----------
|                 | US$ million | US$ million | US$ million | US$ million | US$ million | US$ million | US$ million
|Mine development | 39          | -           | -           | -           | -           | -           | 39         
|Area 2 access    | -           | -           | -           | 11          | 22          | 11          | 44         
|Mining equipment | 6           | -           | -           | -           | -           | -           | 6          
|Process Plant    | -           | 4           | 4           | -           | -           | -           | 8          
|Vertical Shaft   | 4           | -           | -           | -           | -           | -           | 4          
|Total            | 49          | 4           | 4           | 11          | 22          | 11          | 101        

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

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 Technical Report on the Update of the Mineral
  Resource and Mineral Reserve Estimates for the Hollister Gold Mine, Elko County,
  Nevada, USA dated February 8, 2011, prepared by Johannes G. Oelofse, FSAIMM,
  Pr. Eng., Philip N. Bentley, Pr. Sci. Nat. and Daniel J. van Heerden, Pr. Eng.,
  ECSA, FSAIMM, AMMSA, of Minxcon Consultants, filed on SEDAR on February 8, 2011
  Messrs Oelofse and Bentley are employees of Great Basin Gold, and Mr. Van Heerden
is independent of the Company.

|All information relating to the contents of the 2011
      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 2011 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 2011
      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 2011 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 2011 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 2011 Hollister Report. Prices for gold have been
      below the price ranges assumed in the 2011 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 7). 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.

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



Figure 7: Hollister Property Location.

Source: 2011 Hollister Report

The
HDB is currently being accessed for test mining, underground continuity
drilling, and to obtain bulk samples through an excavated decline. Gold and
silver mineralization occurs in multiple, steeply dipping vein systems.
Permitting and pre-development work are ongoing, and more recently the Companys
underground drilling program has continued to better define the vein
mineralization leading to the Companys 2008, 2009 and 2010 mineral resource
updates contained in previously filed technical reports. 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.

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).

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

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).

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
Hollister Property is subject to a number of State of Nevada and U.S. Federal
permits. The following is an update on the status of major permits related to
the HDB:

- A Plan of Operations Approval and Decision dated May 7, 2004, which allows
  Rodeo Creek Gold Inc., the wholly owned subsidiary of the Company to conduct
  underground exploration, test mining and bulk sampling, and to construct
  ancillary facilities to support the project. This plan has been amended
  several times to accommodate additional operational needs, including approvals
  for an expanded waste rock storage facility, installation of an Alimak raise
  (vein mining with Alimak raise climbers allows the use of large distances
  between levels which can make mining of narrow ore bodies possible),
  construction of an additional rapid infiltration basin (or RIB), and the
  installation of a mine water desilting facility etc. A second decline has also
  been approved, but there are no current plans to construct;

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

- An amended Plan of Operations to approve full production was submitted to
  the U.S. federal Bureau of land management (BLM) in March 2008. After
  evaluating the Companys proposal for full-scale production, the BLM
  determined that the environmental analysis required for the Plan of Operations
  amendment is an EIS. The EIS process is currently underway in conjunction with
  the BLM;
- A Water Pollution Control Permit (WPCP) from the Nevada Division of
  Environmental Protection (NDEP) approving the production and processing of
  up to 275,000 tons of ore per annum off-site, effective December 24, 2008
  (permit was modified/updated as of June 2009). Prior to the completion of the
  EIS process and receiving BLMs 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 WPCP and in a manner that will fully protect the environment and in
  terms of associated legislative requirements other resources i.e.
  archaeological resources;
- A reclamation Permit was approved by NDEP and BLM which covers reclamation
  and closure of the east pit area surface facilities and fluid management
  systems;
- A second WPCP was approved by NDEP allows the operation of the Rapid
  Infiltration Basins for the disposal of water collected in the decline at the
  Hollister Property;
- An Air Quality Operating Permit (Title V) was approved by NDEP allowing the
  use of diesel combustion generators for the generation of electricity; and
- Surface exploration permits were issued to allow follow-up of the Hollister
  resource (Ivanhoe Plan of Operations, Hatter and Craig Notices of Intent).

The
Companys central permitting goal at Hollister is to actively engage with the
State and Federal regulatory authorities with a view to ensuring the EIS process
is completed by early 2012.

Environmental Impact Statement

The
Notice of Intent for the EIS was published in the Federal Register on April 19,
2010, which formally initiated the EIS scoping process. Work has been ongoing on
all required elements of the EIS, but particularly chapters 2 and 3, which
describe the proposed action and alternatives and the affected environment and
environmental consequences of the proposed action. All resource survey work has
been completed and final reports have been approved by BLM. Cultural resource
survey work was completed in September 2010 and the final report is being
drafted. All hydrologic modeling and reports have been completed and are
awaiting final BLM approval. The preliminary draft EIS is scheduled for
completion by the second quarter of 2011. The estimated completion date for the
issuance of a record of decision is early 2012. The milestones of the EIS
process to date are:

- Third Party Contractor (AECOM) Selection Process: Completed September
  2009;
- Public Scoping Process: Completed May 2010;
- A Preliminary Draft Environmental Impact Statement (PDEIS) was circulated
  for comments in late November 2010 and a review of the main chapters of the
  PDEIS by the Companys is in progress. Recommended revisions to Chapter 2
  (which describes the existing and proposed activities) have been forwarded to
  BLM. BLM is in process of scheduling a meeting where all parties (BLM,
  cooperating agencies, the Company and AECOM) will meet to review the comments
  and to make any necessary changes prior to document being determined to be
  ready for public review and comment as the Draft Environmental Impact
  Statement.
- Weekly EIS team conference calls have been implemented to manage and
  monitor the EIS process. The calls are attended by the Company, BLM and AECOM.

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

The Company requested that the BLM record in the PDEIS that the
current ore extraction rates for bulk sampling and testing in the range of 280
to 400 tons per day constitutes a no action alternative for the BLM. The BLM
agreed to this request in September 2010 and hence PDEIS is one of the material
documents in the EIS process. This accommodation by BLM has in managements view
mitigated the risks associated with the EIS as the existing trial mining rate is
expected to continue unaffected during the entire EIS process.

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 matter was effectively
settled in an agreement signed on October 18, 2010 between the Company and the
Bureau of Land Management.

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 Gold physiographic province of the
western United States. The Great Basin Gold 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 Gold 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.

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.

---

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

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 7above. 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.

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.

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

Epithermal
gold mineralization at the Hollister Property occurred in the early Miocene
(12-15 Ma) and is 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.

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.

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.

Underground
drilling is an important phase of evaluation, enabling more detailed delineation
of vein mineralization. The updated in-situ vein model now reflects 32 veins,
compared to 21 in 2009. Three drill rigs are currently utilized underground
evaluating i) future trial stopes, ii) Blanket mineralization above the Tertiary
volcanic unconformity, and iii) exploration and infill targets to test
continuity of mineralization.

---

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

Of
note are advances being achieved in understanding the vertical expression of the
mineralization hosted in the epithermal vein systems from depth and upwards to
surface. Recent advances in the 3000N 1E trial stope on the Clementine vein #18
have exposed mineralization occurring at and above the unconformity between the
Ordovician (~ 430 million year) metasediments and overlying Tertiary (12-15
million year) volcanic. Spectacular enrichment in gold and silver grades in this
so-called Blanket zone have been exposed.

Table 13: Showing the stope locality, channel sample
results and Blanket Zone targets.

|Distance along strike
|---------------------
|Distance Feet        
|0                    
|10                   
|20                   
|30                   
|40                   
|50                   
|60                   
|70                   
|80                   
|90                   
|100                  
|110                  
|120                  
|130                  
|140                  
|150                  
|160                  
|170                  
|Average              



Figure 8: Trial mining stope 3000N 1 E Lift 43 plan view
channel assays (Au oz/ton).

---

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



Figure 9: Existing Blanket Zone high grade drilling
intercept clusters relative to trial mining stope 3000N 1E.

The
very high grade zones are directly related to the propagation of the Clementine
vein #18 structure upwards into the Tertiary volcanic strata, and upwards to
surface, creating a geothermal vent, close to the historical Clementine mercury
mine. The 3000N 1E trial stope is at an elevation of 5,440 feet (1,648 meters)
above sea level, and there is an estimated 360 feet (~109 meters) to surface
(5,800 feet (1,758 meters) above sea level). The dimensions of the current
exposures in 3000N 1E will be investigated by a combination of diamond core
drilling, cross cuts and raises.

The
evaluation of Blanket Zone material progressed during Q4 2010. Bulk sampling
involved the successful extraction of some 500 tons grading on average 12 oz/ton
Au eqv. An initial phase of underground drilling was initiated to determine the
grade profile and strike continuity of the Blanket Zone style of mineralization
exposed at 3000N 1E. As at February 21, 2011, 5 boreholes (each approximately
600 feet long) had been completed. A further 11 holes are planned for completion
by end March 2011 to enable preliminary mineral resource modelling. The super
high grade (>10 oz/ton Au) zones are directly related to vertical extensions
into the Tertiary volcanic strata of narrow mineralised structures in the
underlying Ordovicician metasediments.

Potential
exists to test other Blanket style zones in similar structural settings at the
top of all mineralized epithermal veins included in the current life of mine
plans for Hollister.

The
first long flat underground borehole testing the Velvet area to the north of
current infrastructure (HDB 432; EOH 2,800 ft) was completed on February 14,
2011. The borehole intersected a number of silicified and weak to moderately
mineralised silicified zones and fault structures that are indicative of fluid
circulation and alteration. As at February 22, 2011, a second hole had reached
1,520 ft with approximately 1,480 ft remaining. The structural and alteration
features in this area are being modelled so as to put the borehole results into
context.

Underground
structural mapping has helped advance the geometry of structures localizing vein
development. A left-lateral side-stepping pattern of vein clusters is
emerging, and specifically supports the ongoing drilling program which will
focus on extensions of the Gloria vein system to the west/northwest, encouraging Gwenivere intersections to the
southeast, and development of a subparallel vein system to the north.

---

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

Underground
drilling during Q4, 2010 continued to gain positive results for the recently
discovered SE Gwenivere vein system. Preliminary modelling of the vein system
has been initiated.

Surface Exploration

No
surface exploration drilling was conducted during the year. The integration of
geophysical survey interpretations (in particular geological structures) with
available geological data has progressed, but still needs tying in with exposed
and mapped underground structures. Permitting by the BLM for the next round of
surface exploration drilling on the Hatter and Ivanhoe Plan of Operations has
been received.

The
second Hollister geochemical standard, which will match the common grade range
of the ore stockpile material (~ 1 oz/ton / 31 ppm Au and 8 oz/ton / 250 ppm Ag)
is still in the process of being completed. The sample, comprised of
approximately 1,500 pounds of coarse crushed drill core rejects, has been pulped
and prepped by American Assay Laboratories. The sample will be mixed in a ribbon
blender prior to its use in round robin assay analysis. These standards are a
critical step to accurate QAQC analysis of laboratories used for assaying the
various sample sources (eg. exploration drilling, channel, core drilling, and
bulk blanket-style).

Sampling and Analysis

Previously,
surface diamond drilling sampling was analyzed at Inspectorate America
Corporation, and underground diamond drilling and channel sampling was analyzed
at ALS Chemex Laboratories (ALS Chemex). Both laboratories are located in Reno
(Sparks) Nevada. From December 2007 to December 2009, all assays were carried
out by ALS Chemex. Samples collected from the HDB are stored in a secure
facility until delivered to ALS Chemex.

Since
December 2009, the primary analytical laboratory responsible for the preparation
and analysis of underground diamond drill hole samples and underground channel
and diamond drill hole samples has been Inspectorate America Corporations
laboratory at Sparks, NV (IAC, ISO 9001: 2001 accredited). Since May 2010, the
channel samples are being prepared and analyzed by RCP Laboratory Lovelock,
Nevada.

Laboratory
Quality Assurance/Quality Control (QA/QC) is monitored by the Company using
coarse reject Blanks and assay Standards, Duplicate fire assays, as well as the
laboratories internal Standards and Blanks. Coarse Blanks and assay Standards
are inserted into the sample sequence (by Company geologists) as Blind samples,
prior to submitting the samples to the laboratory.

As
part of the 2010 Mineral resource estimation, Deswik Mining Consultants
undertook certain verification studies of the informing drill hole data and
database, as well as visited the Inspectorate Laboratory in Reno, Nevada, which
is utilised by the Company for borehole analyses. They commented that the
Standard and Blank values in the database generally passed the QAQC
requirements. The results from the Blank samples over the period between April
2009 and June 2010 indicate that there is no carry over contamination of samples
during preparation and analysis. Similarly, the results from the Standard
samples over the same period indicate a satisfactory level of analytical
precision. The laboratory has however been requested to also report the results
of their internal duplicate samples for processing and comparison by the Company
geologists. Deswik Mining Consultants also noted that the Duplicates in the
database used for the resource estimation are Lab Duplicates and are not
Duplicates requested by the mine. Deswik Mining Consultants has recommended that Hollister mine reviews the current QC samples
collection policy and update it to include blind pulp Duplicates and Umpire Lab
samples. This is currently being adopted into the QAQC protocol and procedure
manual and put into practice.

---

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

Deswik
Mining Consultants are confident that the data received for the current resource
estimation is reliable and as accurate as is possible at the current time.
Verification procedures are considered to have met or exceeded industry
standards. A complete description of the sampling methodologies is found on
pages 117 to 120 of the 2011 Hollister report.

2010 Hollister Resource Estimate

An
updated estimate of the mineral resources at Hollister was completed on June 30,
2010 and announced during August 2010.

At
an assumed gold grade cut-off of 8.57 g/t (0.25 oz/st), the combined measured
and indicated mineral resources in the HDB contain an estimated 1.637 million
in-situ equivalent gold Troy ounces (using an average gold price = US$1,000/Troy
ounce, average silver price = US$15/Troy ounce with no recovery factor applied)
in 1.017 million tonnes (1.121 million short tons) with average in-situ grades
of 44.73 g/t (1.305 oz/st) of gold and 354.8 g/t (10.35 oz/st) of silver. A
further 1.274 million equivalent in-situ gold Troy ounces (using an average gold
price = US$1,000/Troy ounce, average silver price = US$15/Troy ounce with no
recovery factor applied) are contained in the inferred mineral resource category
of 1.349 million tonnes (1.487 million short tons) with average in-situ grades
of 23.67 g/t (0.69 oz/st) of gold and 380 g/t (11.1 oz/st) of silver, at a gold
grade cut-off of 8.57 g/t (0.25 oz/st).

Gold
equivalent ounces in the measured and indicated categories increased by 14% from
the March 2009 mineral resource update. In managements view, resource estimates
for the Hollister Property have continued to benefit significantly from the
ongoing underground stope delineation and infill/cover drilling, which has
provided the basis for detailed planning for trial mining. An additional 320
diamond core holes (totalling 109,731 feet or 33,295 meters) were completed in
the period from April 2009 to June 30, 2010, and the information from these
holes has been integrated into the updated model. The drilling program 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 system. The trial mining has generated geological mapping and channel
sampling data that is used for empirical reconciliation of the resource
wireframe model versus actual excavated vein. As a result, more stringent
parameters continue to be applied to measured and indicated classifications. The
resource estimate is based on a combination of informing surface and underground
diamond drilling and ore control channel sampling, and reflects depletion of
material mined up to June 30, 2010 (the effective date of the estimate).

|Cautionary Note to
        Investors Concerning Estimates of Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                         
|The 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 toassume that any part or all of mineral deposits in these
      categories will ever be converted intoreserves.

Results
of the resource estimate based on all drilling and ore control channel sampling
to June 30, 2010 are tabulated below:

---

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

Table 14: Summary of In Situ Mineral Resources Estimate
by Gold Grade Cut Off (August 2010).

|Category                               | Au Grade Cut-off | Amount (000) | Average Au Grade | Average Ag Grade | Equivalent

        Au oz
|-------------------------------------- | ---------------- | ------------- | ---------------- | ---------------- | -------------------------
|g/t                                    | oz/
      st     | tonne(s)      | ton(s)           | g/t              | oz/st                    
|Measured                               | 5.14             | 0.15          | 389              | 429              | 65.06                    
|6.86                                   | 0.20             | 362           | 399              | 69.50            | 2.027                    
|8.57                                   | 0.25             | 337           | 371              | 74.05            | 2.160                    
|10.29                                  | 0.30             | 313           | 345              | 79.03            | 2.305                    
|Indicated                              | 5.14             | 0.15          | 975              | 1,075            | 23.10                    
|6.86                                   | 0.20             | 802           | 884              | 26.79            | 0.781                    
|8.57                                   | 0.25             | 680           | 750              | 30.21            | 0.881                    
|10.29                                  | 0.30             | 586           | 646              | 33.58            | 0.979                    
|Measured 
        + 
        Indicated | 5.14             | 0.15          | 1,364            | 1,503            | 35.06                    
|6.86                                   | 0.20             | 1,164         | 1,283            | 40.06            | 1.169                    
|8.57                                   | 0.25             | 1,017         | 1,121            | 44.73            | 1.305                    
|10.29                                  | 0.30             | 898           | 990              | 49.40            | 1.441                    

|Note: | The equivalent gold oz shown in the above table is
      calculated by applying a gold price of US$1,000 per Troy ounce and US$15
      per Troy ounce for silver. Mineral resources that are not mineral reserves
      do not have demonstrated economic viability. Contained ounces and
      equivalent ounces are undiluted and assume 100% recoveries.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Cautionary Note to
      Investors Concerning Estimates of Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The 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.

---

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

Table 15: Summary of Hollister Property Inferred Mineral
Resources (August 2010).

|Category       | Au Grade Cut-off | Mass (000s) | Average Au Grade | Average Ag Grade | Equivalent
        
        Au oz (000s)
|-------------- | ---------------- | ------------ | ---------------- | ---------------- | -----------------------------------------
|g/t            | oz/
      st     | tonne (s)    | ton(s)           | g/t              | oz/
      st                             
|Total Inferred | 5.14             | 0.15         | 2,073            | 2,285            | 17.72                                    
|6.86           | 0.20             | 1,621        | 1,787            | 20.98            | 0.612                                    
|8.57           | 0.25             | 1,349        | 1,487            | 23.67            | 0.69 0                                   
|10.29          | 0.30             | 1,170        | 1,289            | 25.84            | 0.754                                    

|Note: | The equivalent gold oz shown in the above table is
      calculated by applying a gold price of US$1,000 per Troy ounce and US$15
      per Troy ounce for silver. Mineral resources that are not mineral reserves
      do not have demonstrated economic viability. Contained ounces and
      equivalent ounces are undiluted and assume 100% recoveries.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
resource classification, in comparison to the previous estimate, reflects
movement from inferred to indicated and from indicated to measured, and
underpins increasing confidence in the block estimations. The higher confidence
is directly linked to the significantly increased evaluation database from the
trial mining and underground drilling. The grade estimation more closely
reflects what is observed empirically underground. It also indicates that there
is a quantifiable increase in block grade with increased density of sample data.
The depth extent of the vein system has been maintained at a depth of 1,318
meters (4,350 feet) above mean sea level (approximately 1,200 feet or 380 meters
below surface), and is the current maximum depth extent of inferred resources.

The
mineral resource estimate was completed under the supervision of Phil Bentley,
Pr.Sci.Nat., Vice President of Geology and Exploration for Great Basin Gold, who is
the qualified person responsible for the estimate.

Mineral Reserves

An
updated estimate of the mineral reserve at Hollister was announced during
February 2011. Mineral reserves were determined or declared using a gold
cut-off grade of 8.57 g/t (0.25 oz/st). The Hollister Property is still in the
trial mining stage; however, based on production techniques tested to date, the
Company has estimated applicable call factors for mining of approximately 85%
and metallurgical recoveries of approximately 92% for Au and 85% for Ag. Since
the 2009 Mineral Reserve estimate, a total of 165,772 tons have been extracted
at an average grade of 36.4 g/t (1.06 Au eqv oz/ton), yielding 176,387 Au eqv
oz.

Table 16: Reconciliation between the January 2009 and
January 2011 Reserve Estimates without applying the call factors at a cut-off
grade of 0.25 oz/st and taking depletion into account.

|Description                            | Cut-off  oz/ton | Tons (000) | Au eqv  oz/ton | Au eqv oz  (000)
|-------------------------------------- | --------------- | ----------- | -------------- | -----------------
|January 2009 Reserve estimate*         | 0.25            | 1,398       | 0.90           | 1,257            
|Apply 85% call factor                  | N/A             | -           | -              | (188)            
|Trial mined 2009  2011                | N/A             | (166)       | 1.06           | (176)            
|Apply metallurgical recoveries         | N/A             | -           | -              | (90)             
|Restated January 2009 Reserve estimate | N/A             | 1,232       | 0.65           | 803              
|January 2011 Reserve estimate          | 0.25            | 1,048       | 0.87           | 907              
|Mineral Reserves added                 |                 |             |                | 104              

|Note: | No mining and plant recovery factors applied. The January
        2011 figures use the same gold and silver prices as noted for resources
        above, whereas the January 2009 Au eqv oz were based on US$800 for gold
        and $12 for silver, in each case per Troy ounce.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

As
the Hollister Property did not have a dedicated plant, no metallurgical
recoveries or call factors were applied to the January 2009 Reserve
statement.

A
minimum stoping width of 0.91 meters (36 inches) was assumed for purposes of
Mineral Reserve estimation, along with dilution defined as waste tonnes (or
tons) carrying zero grade and 100 percent in-stope extraction. An analysis by
the Companys technical staff confirms that no systematic, in-stope pillars will
be required because of the cut-and-fill trial mining method now being utilized.
Based on the results of trial stoping and grade reconciliation studies, where
vein widths of 0.76 meters (30 inches) or greater were considered, a total of
0.15 meters (six inches) of hanging wall dilution and 0.15 meters (six inches)
of footwall dilution was applied. Where appropriate, other average dilution
rates were applied. The in-situ wireframe model generated with the measured and
indicated mineral resources in the table above was used as basis for this
mineral reserve update.

Table 17: Summary of the Hollister Property Mineral
Reserve Estimates at a 8.57 g/t (0.25 oz/st)(January 2011).

|Reserve Category        | Au Cut-offGradeoz/st | Tons      | Auoz/st | Ag oz   | Agoz/st | Ag oz     | Au eqvoz
|----------------------- | -------------------- | --------- | ------- | ------- | ------- | --------- | --------
|Proven                  | 0.25                 | 347,100   | 1.33    | 460,300 | 7.75    | 2,689,400 | 500,700 
|Probable                | 0.25                 | 701,800   | 0.53    | 371,800 | 3.27    | 2,296,600 | 406,300 
|Total Proven & Probable | 0.25                 | 1,048,900 | 0.79    | 832,100 | 4.75    | 4,986,000 | 907,000 

|Note: | The equivalent gold ounces reported above are as stated
      by the Company. They were calculated by the Company by applying a gold
      price of US$1,000 per Troy ounce, a silver price of US$15 per Troy ounce.
      A Mining Call Factor of 85% and Metallurgical Recovery factors of 92% for
      Au and 85% for Ag were applied.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The mineral reserve estimate was completed under the
supervision of Johan Oelofse, Pr.Eng, FSAIMM, Chief Operating Officer for Great
basin Gold who is the qualified person responsible for the estimate. A technical
report on the Resource and Reserve update was completed in February 2011 and
filed on www.sedar.com.

|Cautionary Note to
      U.S. Investors Concerning Reserve Calculations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The mineral reserve estimates contained in the 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

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

Trial Stoping and Milling

Table 18: Summary of the Trial stoping and milling
results.

|                                              | 3 months ended  December 312010 | 3 months ended  December  31 2009 | 12 months ended  December  31 2010 | 12 months ended  December  31 2009
|--------------------------------------------- | ------------------------------- | --------------------------------- | ---------------------------------- | ----------------------------------
|Ore tons to surface                           | 27,490                          | 16,787                            | 98,753                             | 67,019                            
|Contained Au oz extracted                     | 25,328                          | 18,226                            | 100,867                            | 56,189                            
|Contained Ag oz extracted                     | 101,401                         | 99,737                            | 559,195                            | 462,746                           
|Contained Au eqv oz extracted                 | 26,849                          | 19,722                            | 109,255                            | 67,132                            
|Contained average grade Au eqv oz/ton         | 0.98                            | 1.17                              | 1.11                               | 1.01                              
|Tons milled                                   | 27,553                          | -                                 | 84,500                             | -                                 
|Recovered Au oz                               | 20,520                          | -                                 | 64,664                             | -                                 
|Recovered Ag oz                               | 92,003                          | -                                 | 289,136                            | -                                 
|Recovered Au eqv oz                           | 21,901                          | -                                 | 69,001                             | -                                 
|Au eqv oz sold                                | 31,911                          | -                                 | 62,604                             | -                                 
|Recovery % Au                                 | 80%                             | -                                 | 82%                                | -                                 
|Recovery % Ag                                 | 61%                             | -                                 | 60%                                | -                                 
|Cash production cost per ton sold (US$)       | US$546                          | -                                 | US$570                             | -                                 
|Cash production cost per Au eqv oz sold (US$) | US$669                          | -                                 | US$719                             | -                                 
|Cash production cost per ton sold             | $563                            | -                                 | $589                               | -                                 
|Cash production cost per Au eqv oz sold       | $690                            | -                                 | $743                               | -                                 

|Note: | Metallurgical and cost information presented in the table
      are from our Esmeralda mill and exclude results of toll milling and ore
      sale agreements.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

Ore
tons to surface improved 64% from the comparative quarter in 2009 with a 47%
improvement in the year to date compared to the 12 months ended December 31,
2009. Ore tons for the quarter were also 23% higher than Q3 2010. The continued
focus on and action plans to increase ore tons from underground are showing
positive results.

Estimated
contained Au eqv oz extracted improved 41% and 63%, respectively, compared to
the results for the 3 and 12 months ended December 31, 2009. Contained Au eqv oz
for the quarter was also 16% higher than Q3 2010.

The
Esmeralda mill achieved a new milling record in Q4 2010 with 27,553 tons milled.
This is a 40% improvement over Q3 2010 and a 26% improvement over Q2 2010, which
was the previous best quarter. Recoveries for the quarter of 80% Au and 61% Ag
are still below our target of 92% Au and 85% Ag; lower recoveries were related
to the high metal content fouling the carbon in the process. This issue is being addressed by the installation
of a carbon regeneration system and automation of certain components within the
mill. While the installation is underway, carbon is being replaced at a rate of
3 tons per day. This measure appears to be positively impacting recoveries with
preliminary results for February 2011 showing an improvement when compared to Q4
2010.

---

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

Cash
production costs for the Nevada operations over the quarter decreased by 11%
from the prior quarter and amounted to $563 (Q3 2010: $635) per ton, consisting
of $372 (Q3 2010: $427) mining and $191 (Q3 2010: $208) milling and haulage. On
an Au eqv oz basis, cash production costs for the quarter improved by 19% over
Q3 2010 and consisted of $455 (Q3 2010: $575) for mining and $235 (Q3 2010:
$279) for milling and haulage. The improvement in the cash production costs is a
result of the increase in tons extracted and processed during the quarter. The
cash production costs have shown a downward trend over the 2010 fiscal year as
production volumes increased. The trial mining operations are achieving their
operating cost targets but operating costs at the Esmeralda mill are higher than
planned. Improving efficiencies as well as automation of certain components
within the mill is expected to reduce the mill operating costs to within plan by
Q2 2011.

Table 19: Ore sales and toll milling agreements.

|                              | 3 months ended December
        31 2010 | 3 months ended December
        31 2009 | 12 months ended December
        31 2010 | 12 months ended December
        31 2009
|----------------------------- | --------------------------------------- | --------------------------------------- | ---------------------------------------- | ----------------------------------------
|Queenstake Resources USA Inc.
|Tons milled                   | 5,027                                   | -                                       | 9,360                                    | -                                       
|Au oz recovered               | 359                                     | -                                       | 3,152                                    | -                                       
|Ag oz recovered               | 2,024                                   | -                                       | 6,186                                    | -                                       
|Au eqv oz recovered           | 389                                     | -                                       | 3,246                                    | -                                       
|Newmont Mining USA Limited   
|Tons milled                   | -                                       | -                                       | 34,004                                   | 30,900                                  
|Au oz recovered               | -                                       | -                                       | 20,333                                   | 30,071                                  
|Ag oz recovered               | -                                       | -                                       | 153,031                                  | 220,960                                 
|Au eqv oz recovered           | -                                       | -                                       | 22,939                                   | 33,190                                  
|Kinross Mining Limited       
|Tons milled                   | -                                       | -                                       | -                                        | 5,016                                   
|Au oz recovered               | -                                       | -                                       | -                                        | 9,966                                   
|Ag oz recovered               | -                                       | -                                       | -                                        | 73,461                                  
|Au eqv oz recovered           | -                                       | -                                       | -                                        | 11,516                                  
|Total                        
|Tons milled                   | 5,027                                   | -                                       | 43,364                                   | 35,916                                  
|Au oz recovered               | 359                                     | -                                       | 23,485                                   | 40,037                                  
|Ag oz recovered               | 2,024                                   | -                                       | 159,217                                  | 294,421                                 
|Au eqv oz recovered           | 389                                     | -                                       | 26,185                                   | 44,706                                  

The
material from the high grade stock pile delivered to Queenstake Resources USA
Inc. (Queenstake) in November 2009 was processed during Q3 2010 under the
settlement agreement signed with Queenstake on June 14, 2010. In terms of the
settlement agreement the parties share the metal proceeds and milling costs of
$88 per ton. The 5,000 tons of material from the low grade stock pile delivered to Queenstake during 2007 was processed in
Q4 2010 under the same agreement. This concluded the planned milling campaigns
with Queenstake Jerrit Canyon mill.

---

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

The
Company completed the ore purchase agreement with Newmont Mining Limited
(Newmont) during Q3 2010. Once all materials delivered to Newmont were crushed
and sampled, the final recovered metal ounces from this transaction amounted to
22,939 Au eqv oz.

The
completion of the milling campaigns and the depletion of the stockpile that had
accumulated since May 2009 allowed for a comprehensive reconciliation between
contained and recovered metal in September 2010. The impact of rain and snow
during this extended period of stock piling as well as using grab samples to
estimate the contained metal in the stockpile create an inherent risk in
achieving accurate estimates of metal on hand. The final milling campaign
results showed some 12,000 Au eqv oz less being recovered than estimated from
the available stock pile information in 2009. The risk of future losses is
significantly mitigated now that all material are being processed through our
Esmeralda mill resulting in an average of 14 days between extracting and
processing the material which allows for a more diligent reconciliation process
and confirmation of estimates used.

Financial Analysis

The
tables below provide a summary of the key parameters and results of the recent
financial analyses conducted on the Hollister Property. 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. See discussion above under Cautionary
Note to United States Investors.

Table 20: Economic Assumptions.

|Economic assumptions                                                       | January 2009 LOM estimates                                      | January 2011 LOM estimates                                     
|-------------------------------------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------------------
|Au Price                                                                   | US$ 800/oz                                                      | US$ 1,000/oz                                                   
|Ag Price                                                                   | US$ 12/oz                                                       | US$ 15/oz                                                      
|Grade Cut-off Au oz/t                                                      | 0.33 oz/t                                                       | 0.25 oz/t                                                      
|Proven & Probable Reserves                                                 | 1.284 million tons @ 0.87 oz/st Au and 
      4.58
    oz/st Ag | 1.048 million tons @ 0.79 oz/st Au and 
      4.75
    oz/st Ag
|1.1 million oz Au                                                          | 0.8 million oz Au                                              
|5.9 million oz Ag                                                          | 4.9 million oz Ag                                              
|1.2 million Au equivalent oz                                               | 0.9 million Au equivalent oz                                   
|Percentage of measured & indicated
      resources used in financial model | 80%                                                             | 64%                                                            
|Gold recovery                                                              | 90%                                                             | 92%                                                            
|Silver recovery                                                            | 90%                                                             | 85%                                                            

|Note: | For the February 2011 LOM estimates, gold equivalent was
      calculated using the following metals prices: US$1,000/oz for Au and
      US$15/oz for Ag. These prices are the January 2011 consensus metal prices
      from financial institutions that management has referenced against the
      industrial average.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Source: 2011 Hollister Report

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

The
January 2011 Mineral Reserves are, in the opinions of the authors of the
February 2011 Hollister Report, a more robust assessment of the viability of the
Hollister ore body. The most relevant factor leading to this conclusion resulted
from a tighter in situ vein model for the June 2010 resource estimate, which
also provided increased confidence in the measured and indicated mineral
resources and classifications. This positively impacted on the modification of
the resources to Proven and Probable reserves classification that have been
incorporated into the revised financial modelling. An 85% Call Factor has also
been applied to delivered ounces to allow for the variability in run-of-mine
stockpile grade derived from the trial mining. The Call Factor compares the gold
estimated in situ by the geologist with the amount of gold finally produced by
the plant with allowance for losses to tailings. The factor is generally
expressed as the ratio between the gold called for and the gold accounted for,
as a percentage. Coupled with continuing empirical operating cost data derived
from trial mining operations, the net outcome is that at a lower percentage of
measured and indicated resources have been modified into Reserves for mine
planning purposes than previously (2011  64% vs 2009  80%).

*Table 21: Financial Analysis
(After-Tax).*

|                     | January 2009 estimates     | January 2011 estimates    
|-------------------- | -------------------------- | --------------------------
|Cash Operating Costs | US$ 426 / Au equivalent oz | US$ 527 / Au equivalent oz
|IRR                  | 41.20%                     | 67.30%                    
|*NPV (5%)            | US$ 129.6 M                | US$ 236.1 M               
|*NPV (10%)           | US$ 93.8 M                 | US$ 202.1 M               
|Payback              | 5 years                    | 2 years                   
|Mine life            | 10 years                   | 9 years                   

Note:January 2009 NPV includes historical capital spend.

Source: 2011 Hollister Report

A
sensitivity analysis was conducted to understand the impact on IRR and NPV (5%
discount factor applied) by varying the gold price from US$850 to US$1,400 per
ounce. The $1,400 price is for illustration only and cannot be considered to be
the consensus long-term gold price at this time.

Table 22: Sensitivity Analysis using different Au prices.

|         | Gold price (US$)
|-------- | ----------------
|$850     | $1,000          
|NPV (5%) | US$ 168.6 M     
|IRR      | 40.89%          

Source: 2011 Hollister Report

Table 23: Capital Cost Estimates  Hollister Property.

|Mining capital cost (US$
      million) | January 2009 estimates
      (US$ million) | January 2011 estimates
    (US$ million)
|--------------------------------------- | ------------------------------------------ | ----------------------------------------
|U/G Exploration & Development           | 43                                         | 33                                      
|Plant and infrastructure                | 30                                         | 32                                      
|Mining Equipment                        | 10                                         | 13                                      

---

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

|Mining capital cost (US$
      million)     | January 2009 estimates
      (US$ million) | January 2011 estimates
  (US$ million)
|------------------------------------------- | ------------------------------------------ | --------------------------------------
|Environmental impact study                  | -                                          | 7                                     
|Sub Total                                   | 83                                         | 85                                    
|LOM Capital                                 | 27                                         | 41                                    
|Total Project Capital                       | 110                                        | 126                                   
|Capital spend up to December 31, 2008/ 2010 | 53                                         | 73                                    
|Remaining capital to be spent over LOM      | 57                                         | 53                                    

Source: 2011 Hollister Report

The
difference in the 2009 and 2011 capital cost estimates can be understood in part
by applying an estimated industry-wide inflation rate of 10% per annum to the
2009 estimate. Underground exploration amounts are net of production revenue
from trial mining activities.

The
Esmeralda Mill has been refurbished as per the original project plan and
subsequently been optimized to improve the throughput and recoveries of the high
grade ore extracted at the Hollister project.

The
Environmental Impact Statement (EIS) process commenced in mid 2009 and is
expected to be completed by early 2012. It was originally anticipated that the
Hollister Property will only require an environmental assessment; however, in
December 2008, the Company was advised that it would have to prepare the more
fulsome EIS.

Remaining
capital expenditures required predominantly consists of life-of-mine (LOM)
capital as well as the completion of the EIS (US$3.3 million), funding an
expansion of the Esmeralda tailings dam (US$4.7 million) and, following the
completion of the EIS, the construction of a power transmission line to the HDB
(US$4 million).

Table 24: Cash Cost Estimates  Hollister Property.

|               | January 2009 estimates for LOM
      costs (US$/oz) | January 2011 estimates for LOM
    costs (US$/oz)
|-------------- | --------------------------------------------------- | -------------------------------------------------
|Mine costs     | 185                                                 | 177                                              
|Development    | 61                                                  | 85                                               
|Ore Transport  | 60                                                  | 75                                               
|Milling        | 50                                                  | 107                                              
|Royalties      | 37                                                  | 45                                               
|Administration | 33                                                  | 38                                               
|Total          | $426                                                | $527                                             

Source: 2011 Hollister Report

Table
23shows estimated cash costs per ounce which include direct and indirect
development costs, engineering, environmental, safety, plant and site services,
geology, general and administration, workers compensation, insurance, property
tax, royalties, ore haulage, milling costs and contingencies in each section. Cash costs are a not a
generally accepted accounting principles measurement and the calculation varies
between issuers and so are not necessarily comparable.

---

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

Applying
an industry inflation rate of 10% per annum to the January 2009 estimates for
LOM costs as well as adjusting for the increased royalty as a result of the
increased metal prices used in this financial analysis, increases the January
2009 estimates for LOM cash costs to US$516 per ounce and explains much of the
difference in the 2009 versus the 2011 estimate. Other explanations of the
variance include:

- for on-mine costs (including mine and development costs), improved cost
  management and improvements in mine design and mining techniques has had a
  positive impact on these costs.
- the actual ore transport costs incurred approximate the original estimate
  of US$60 per ton. The per ounce cost increase is due to fewer tons being
  treated as well as higher expected road maintenance costs.
- reduced mill throughput as a result of the high metal content as well as
  the increased operating costs associated with recovering the high metal
  content per ton resulted in an increase in milling costs above industry
  inflation for this cost element. Automation of some components of the plant is
  underway with a goal of improving efficiency and decreasing these costs.

Safety Watch List

On
November 19, 2010, the Company was notified by letter from the Federal Mine
Safety and Health Administration (MSHA) that MSHA had conducted a pattern of
violation screening pursuant to Section 104(e) of the Federal Mine Safety and
Health Act of 1977(the Mine Safety Act). The letter stated that MSHA has
initially concluded that a potential pattern of violations exists at Hollister
and set out a process by which Hollister could work with MSHA to avoid any
further sanctions pursuant to that program.

MSHAs
initial finding was based mostly on alleged violations, rather than violations
which had been fully adjudicated. Many of the alleged violations that form the
basis for MSHAs finding as well as the injury severity measure screening data
used by MSHA, are being challenged by the Company. The Company is confident that
it will prevail in the great majority of those challenges and believes, for that
and other reasons, that it should be removed from the watch-list without the
penalties of Section 104(e) of the Mine Safety Act being invoked.

Plans for fiscal 2011

The
Company plans to continue its trial mining (ore removal and test-processing)
activities at Hollister within the allowable ore tonnage authorizations of its
existing permits, with all extracted material to be processed at the Esmeralda
mill. A carbon regeneration system will be installed at the Esmeralda mill to
enhance recoveries by preventing carbon fouling. The Nevada operations are
targeted to produce an estimated 110,000 Au eqv oz in 2011 at a cash cost
estimated to range between US$550 to US$600.

The
Company is continuing with underground infill drilling with a view to bringing
the current inferred mineral resources into the indicated or measured
categories, as well as step-out drilling to further explore the potential for
western, northwestern, down dip and Blanket zone extensions to the mineralized
vein systems. The results of underground mapping and exploration drilling
continue to refine the Companys understanding of the Hollister Property
deposit, to the extent that additional mineralization continues to be identified
within the mineralized vein systems.

The
Company will also continue working on finalization of the EIS for Hollister by
Q1 2012.

---

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

Esmeralda Property

The
long lead times required for permitting and high costs of constructing dedicated
on-site processing and tailings storage facilities at the Hollister Property led
to the Companys decision to consider third party milling arrangements to treat
Hollister ore on a toll milling basis. The Company entered into toll treatment
arrangements in 2009 and 2010 for a total of two bulk samples 39,370 tonnes or
43,105 short tons which were supplied to two different Carlin trend processing
facilities (Midas and Jerritt Canyon).

Dissatisfaction
with toll milling arrangements due to the high costs ultimately led to the
Company purchasing the Esmeralda Mill for an offsite processing facility. The
Company is now processing all run-of-mine mineralized material from the
Hollister Property at the refurbished and upgraded Esmeralda Mill. A total of
93,128 tons has been treated at the Esmeralda Mill to date, of which 84,999 tons
were treated in 2010. The final phase of operational optimization at the
Esmeralda Mill is now underway.

The
Esmeralda Mill is located approximately 467 km (290 miles) by road from the HDB,
with approximately 80% of that distance travelled on paved interstate roads. The
Companys transportation costs from the HDB to the Esmeralda Property have been
approximately US$60 per ton, inclusive of road maintenance, which is based on
its ore trucking experience to site since the Esmeralda Mill commenced milling
in late 2009.

The
Esmeralda Mill is now capable of processing 320 tpd (350 st/d) of mineralized
material with average grades of up to 34.28 g/t (1.0 oz/st) of gold and 205.7
g/t (6.0 oz/st) of silver; and produce doré bars on site. The foregoing
enhancements are being undertaken with a view to improving efficiencies and
reducing operating costs.

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 at an appropriate time once the mill is operating at steady state and an
accurate determination of excess capacity in the mill can be made.

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.

---

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

Plans for fiscal 2011

Final optimization of the Esmeralda Mill involves:

- installing acid wash and carbon regeneration as the necessary permit has
  been granted;
- optimizing the plant operation through operational experience; and
- evaluating additional processing options such as upfront gravity recovery.

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.

Mozambique

The
Company holds an 80% interest in an unincorporated joint venture with G S Minase
Refnaria Limitade (GSR) in Mozambique. The purpose of the joint venture 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.

GSR
currently owns the 17 square kilometer Tsetsera Property. The property was
worked historically by artisanal miners, who crushed quartz vein material and
panned gold from the fines. The artisanal miners have exposed over 985 feet (300
meters) strike length of quartz veins, 5 to 60 cm in width, within a phyllite
(strongly metamorphosed sediments).

An
initial soil sampling and ground geophysics program was completed on the
property during 2008. A shear corridor in excess of 8,200 feet (2,500 meters) in
strike and 1,310 feet (400 meters) in width has been identified for follow-up
investigation. Although the project was placed on care and maintenance during
2009, a decision has since been made to continue with the joint venture.

Tanzania

In
Tanzania, exploration programs are being conducted in two separate geological
terrains, namely the Archean (2.7 -3.3 billion years old Ga),
greenstone-hosted, Lake Victoria Goldfields (north-west) and the Proterozoic
(2.2 -1.6 Ga) Lupa Goldfields (south-west). The Company also manages a joint
venture with African Barrick in the Geita Belt of the Lake Victoria
Goldfields.

The
acquisition agreement entered into in 2008 provided for additional Great Basin
Gold
shares to be issued in the first three years from closing, contingent upon gold
discoveries above a threshold of 500,000 ounces in size being made on certain
mineral prospects held. In the event of such discoveries, the Company would
issue shares valued at the higher of closing price on date of acquisition
($3.30) or then-prevailing market price to the former owners 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).

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

---

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

In
connection with this contingent payment requirement, the Company issued
3,073,773 shares in January 2010 with a total value of $5.5 million. During May
2010, the terms of the remaining liability were amended and settled in full
through the issuance of 7.5 million shares in June 2010, thus eliminating any
further discovery-contingent common share issuance requirements as well as
eliminating the mandatory exploration expenditure timetable. The Company now
holds all the prospects outright without further obligations in terms of the
acquisition agreement.

There
remains a considerable amount of preliminary exploration work still to be
completed on these properties. A number of permits are held that extend over
significant strike extents of prospective structures, and which still require
systematic exploration and potentially follow-up drilling. This process could
ultimately allow a sizeable reduction of area of permits held.

An
initial target prioritization exercise has been completed, and this work
continues to be supported with desk-top structural studies of airborne magnetic
data and integration of gravity, geochemical and drilling data. The Imweru
prospect (Geita West) remains a key follow-up target, with extensive drilling
required to fully evaluate the 9 kilometer long shear corridor. Subject to
orientation studies, Mobile Metals and Iron (MMI) geochemical surveys are
planned on a number of covered structural targets. The Lupa Goldfield has also
provided a number of follow-up targets, and work is progressing to seek a
balanced prioritization with drilling and trenching programs to augment infill
geochemical surveys.

East Russia (Kurils Islands)

In
addition, the Company owns mineral rights on the island of Kurils (eastern
Russia) where an initial phase of diamond drilling was done in 2008, aimed at
establishing indicated mineral resources in the main project area.

The
Kurils Project in Russia still requires a significant amount of phased
exploration programs in order to generate a significant mineral resource base.
The Company plans to dispose of this property.

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 Gold 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 Golds business and its involvement in the gold
exploration and development industry.

An
investment in the securities of Great Basin Gold is considered speculative and
involves a high degree of risk due to, among other things, the nature of Great
basin Gold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 AIF. 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 AIF and contained in
the Companys annual report on Form 40-F, for the financial year ended December
31, 2010, which is incorporated by reference into this AIF, 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.

---

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

A
summary of the principal risks we face are as follows:

- the value of our reserves and the outlook for profitable mining from our
  operations is dependent on continuing strong gold prices. Gold prices are
  historically volatile and can be subject to long periods of depressed prices;
- 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 judgments used in the engineering and geological
  interpretation of that data and such assumptions and judgment may prove
  unreliable or mistaken. Reserves may be subject to revision based on various
  factors some which are beyond our control. There is no certainty we will
  ultimately be able classify all our mineral resources as mineable reserves
  under SEC rules;
- our Nevada operations are trial mining only and are subject to current and
  potential permit restrictions which could hinder or ultimately prevent full
  production mining at the Hollister Property. Failure or delay to successfully
  complete a required environmental impact statement will delay or preclude the
  move into full production mining at Hollister Property; and
- our operations in South Africa are subject to political risk and the mining
  laws of post-apartheid South Africa are still evolving with tenure rights
  which have not been extensively tested in the courts or are not yet fully
  settled, meaning that our ability to retain prospecting and mining rights may
  be subject to unexpected changes or conditions.

General Discussion of Risks

There is no assurance that our Hollister Property mineral
resources will ever be classified as reserves under the disclosure standards of
the SEC and the Burnstone Property mineral reserves may differ under SEC
standards.

The
mineralized material at our Hollister Property is currently classified as a
measured and indicated resource, and a portion of it qualifies under Canadian
mining disclosure standards as a proven and probable reserve, but no part of the
Hollister Property's mineralization is yet considered to be a reserve under
United States mining standards, because among other considerations, all
necessary mining permits would be required to be on hand or issuance imminent in
order to classify the projects mineralized material as an economically
exploitable reserve. The proven and probable reserves at our Burnstone Property
may be calculated differently under SEC standards for reserves than the manner
in which we calculate them under Canadian disclosure standards. Canadian
standards differ significantly from the requirements of the SEC, and mineral
resource information contained herein is not comparable to similar information
regarding mineral resources, especially reserves, which is disclosed in
accordance with the requirements of the SEC.

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.

---

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

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

The
figures for mineral 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.

No history of mining operations or profitability

The
Companys properties are in the trial mining and initial commencement of
commercial production stages. As a result, Great Basin Gold is subject to all of the
risks associated with establishing new mining operations 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, damage to person or 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.

---

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

Uncertainty of acquiring additional mineral
rights

There
is no assurance that any anticipated level of recovery of gold reserves will be
realized or will ever qualify as 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. There can be no assurance that the Company
will in future successfully acquire additional commercially mineable (or viable)
mineral rights.

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 Gold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.

---

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

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;
- 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
substantial 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, prospecting rights
and new order mining right, some of 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 may not be 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.

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We
are not insured against all environmental risks. Insurance against environmental
risks (including potential liability for 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 would
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.

Risks More Specifically Relating to the Hollister Property

Risks associated with the 2011 Hollister 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 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 2011 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$60 per ton, based on the advice of its previous owners, which the
Company believes to be a reasonable number. The Companys initial experience has
not led it to believe the actual number would be materially different from this
estimate.

Risks associated with the Environmental Impact Statement

The
Company is required to prepare an environmental impact statement as part of its
mining permitting application at the Hollister Property. Preparing the EIS is an
in-depth and involved process and as a consequence, there is great uncertainty
in respect of timing and requirements to successfully complete an EIS. Failure
or delay to get an EIS could materially hinder, delay or preclude the Company
moving into production at the Hollister Property.

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. If the Company fails to obtain and/or
maintain in good standing the necessary permits 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.

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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.

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.

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 socio-economic
scorecard. As a result of this new legislation, the South African government
exercises control over the granting of prospecting and mining rights,
beneficiation, mineral exports and taxation. Applications for prospecting and
mining rights are required to demonstrate their eligibility based on their
compliance with a number of BEE criteria. These include factors such as
ownership, employment equity, human resources development and procurement
policy.

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 17, 2009), new order prospecting or mining rights may be suspended or
cancelled where the DMR, 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.

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Non-compliance with black economic empowerment (BEE)
legislation and policies could affect our ability to retain or 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 (as amended
in September 2010) 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 the Mining Charter (as amended) and 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 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, or if our BEE partner is diluted out of or otherwise
loses its interest in such shares. Failure to comply with these requirements may
adversely affect our mining operations in South Africa and our financial
condition.

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

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

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Under
the MPRDA, companies that undertake mining activities must make financial
provision for rehabilitation liabilities to the satisfaction of the DMR, 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.

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 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.

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Actual infrastructure costs may increase from those
reported in the 2011 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, these could be materially different from those contained in
the 2011 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 Indebtedness

The
Company undertook a secured Note Financing in December 2008 and secured debt
facilities with Credit Suisse in 2010 and plans to do a second facility in 2011.
These debts are secured against the Companys subsidiaries assets. The Company
also issued unsecured debentures in 2009. Should the Company be unable to repay
these loans when due, the Company could face legal action by debt holders who
can realize on the Companys assets, resulting in a seizure and sale with loss
to the Company. The Companys unsecured indebtedness must be repaid if not
converted into common share equity failing which the debenture holders may
obtain judgments and ultimately realize against the Companys assets if the
Company defaults in respect of the debenture obligations.

Change in accounting or financial reporting standards may
adversely impact our financial performance

Changes
in accounting or financial reporting standards may adversely impact the
financial performance reported by us in the future. We currently report our
financial performance in Canadian GAAP. The Canadian Accounting Standards Board
announced that international financial reporting standards (IFRS) will become
applicable to Canadian public entities for financial years beginning on or after
January 1, 2011. Our first period of IFRS reporting will be for the quarter
ending March 31, 2011. We have started the transition process from Canadian GAAP
to IFRS and are in the process of assessing and evaluating the potential impact
of our transition to IFRS.

Based
on our review to date, we anticipate that there may be material differences in
accounting treatment between Canadian GAAP and IFRS. For further information on
our changeover plan and on the material differences in accounting treatment, see
our most recent annual MD&A.

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

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

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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 15+ 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.

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 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 NAE corporate
governance requirements under an exemption in the NAE 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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Risks relating to Global Economy

Market
events and conditions in 2008 and 2009, 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. Since 2007, the U.S. credit markets 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 continued thereafter,
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.

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

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

Exploration and development projects are uncertain and
consequently it is possible that actual cash operating costs and economic return
will differ significantly 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

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- 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.

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.

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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. For example, see Description of the Companys Two
Principal Mineral Projects  Hollister Property, Nevada and its Hollister
Development Block  Safety Watch List.

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.

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.

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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. 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.

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

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

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

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. 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.

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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 6DIVIDENDS

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 Golds share capital consists of common shares without par value, of which an
unlimited number of shares are authorized and 414,015,108 common shares without
par value were issued and outstanding as fully paid and non-assessable as of
December 31, 2010 as well as 24,918,480 share purchase warrants outstanding and
16,440,991 share options outstanding at that date.

The following details the share capital structure as at March
27, 2011. These figures may be subject to minor accounting adjustments prior to
presentation in future consolidated financial statements.

Table 25: Share Capital Structure.

|Share Capital Structure
|-----------------------
|Equity type            
|Common shares          
|Share purchase options 
|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      
|March 26, 2013         
|April 10, 2013         
|August 3, 2013         
|November 9, 2013       

---

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

|                       | December 11, 2013 | $1.25 | 255    |        
|---------------------- | ----------------- | ----- | ------ | -------
|January 14, 2014       | $1.35             | 825   |       
|March 11, 2014         | $2.46             | 5,580 |       
|February 11, 2014      | $1.75             | 690   |       
|April 12, 2014         | $1.49             | 2,380 |       
|July 15, 2014          | $1.49             | 100   |       
|March 26, 2015         | $1.74             | 1,500 |       
|March 11, 2016         | $2.46             | 1,475 | 22,592
|Warrants               | December 12, 2011 | $1.25 | 21,068 | 21,068 
|Convertible debentures | November 30, 2014 | $2.15 | 58,837 | 58,837 
|Fully diluted shares   |                   |       |        | 554,680

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 Golds
securities have not received any ratings from any rating organization.

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 26: Trading Prices.

*Sasfin*

|                     | TSX:GBG | JSE: GBG                   | NYSE: GBG 
|-------------------- | ------- | -------------------------- | ----------
|High                 | Low     | Avg Volume per trading day | High      
|Canadian Dollars     |         | South African
      Rand   |           
|Last fourteen months |         |                            |           
|February 2011        | $2.78   | $2.53                      | 2 967 489 
|January 2011         | $2.92   | $2.42                      | 61 785 881
|December 2010        | $3.04   | $2.66                      | 71 19 ,808
|November 2010        | $3.33   | $2.63                      | 88 577 255
|October 2010         | $2.94   | $2.44                      | 84 251 968
|September 2010       | $2.62   | $2.20                      | 85 789 337
|August 2010          | $2.30   | $1.79                      | 86 190 246

---

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

|                                 | TSX:GBG | JSE: GBG                   | NYSE: GBG 
|-------------------------------- | ------- | -------------------------- | ----------
|High                             | Low     | Avg Volume per trading day | High      
|Canadian Dollars                 |         | South African
      Rand   |           
|July 2010                        | $1.90   | $1.71                      | 32 466 966
|June 2010                        | $1.93   | $1.70                      | 28 305 082
|May 2010                         | $1.96   | $1.68                      | 55 267 893
|April 2010                       | $1.96   | $1.70                      | 57 306 068
|March 2010                       | $1.84   | $1.64                      | 45 564 153
|February 2010                    | $1.90   | $1.63                      | 1 638 078 
|January 2010                     | $2.09   | $1.73                      | 1 781 771 
|By fiscal quarter                |         |                            |           
|Quarter ended December 31, 2010  | $3.09   | $2.45                      | 3 873 477 
|Quarter ended September 30, 2010 | $2.60   | $1.74                      | 3 245 183 
|Quarter ended June 30, 2010      | $1.93   | $1.70                      | 2 236 175 
|Quarter ended March 31, 2010     | $2.03   | $1.64                      | 1 811 662 
|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   
|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   

---

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

|                                 | TSX:GBG | JSE: GBG                    | NYSE: GBG
|-------------------------------- | ------- | --------------------------- | ---------
|High                             | Low     | Avg Volume per trading  day | High     
|Canadian Dollars                 |         | South African
      Rand    |          
|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, 2010     | $3.09   | $1.64                       | 2 795 529
|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   

ITEM 9ESCROWED 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.

---

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

A. Directors

Table 27: 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 C. Ngoma Director Sandton,
      Gauteng, South Africa                                              | Since July 2009                    
|Gert J. Robbertze Director Sandton,
      Gauteng, South Africa                                            | Since March 2010                   
|Walter T. Segsworth Director North
      Vancouver, British Columbia, Canada                               | January 2003 to March 2011         
|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, 2010, directors listed above were
re-elected to a one-year term of office expiring at the next annual general
meeting of Great Basin Gold, which is expected to be held on June 7, 2011. Mr. Segsworth resigned from the Board on March 3, 2011. Based on insider reports
filed on www.sedi.ca, as at March 27, 2011,
the above directors and officers beneficially owned, directly or indirectly, or
exercised control or direction over common shares of the Company (0.27%), or
common shares on a fully diluted basis (0.22%) .

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

---

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

Table 28: Board Committees.

|                                              | Membership                                                                          
|--------------------------------------------- | ------------------------------------------------------------------------------------
|Audit Committee                               | Patrick R. Cooke,
      Chair David M.S. Elliott H. Wayne Kirk                      
|Compensation Committee                        | T. Barry Coughlan,
      Chair 
      Patrick R. Cooke Gert J. Robbertze            
|Nominating and Corporate Governance Committee | H. Wayne Kirk,
      Chair T. Barry Coughlan Gert J. Robbertze                      
|Environmental, Health and Safety Committee    | Walter T.
      Segsworth, Chair Joshua C. Ngoma Gert J. Robbertze                  
|Investment Committee                          | Ferdi Dippenaar,
      Chair Patrick R. Cooke Walter T. Segsworth Ronald W. Thiessen
|Executive Committee                           | Ronald W. Thiessen,
      Chair Patrick R. Cooke T. Barry Coughlan Ferdi Dippenaar  

The
mandate of each of these committees is more particularly described in Great
basin Golds management information circular filed on www.sedar.com on June 1, 2010 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 Gold

PATRICK R. 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 was 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 mineral resources, information
technology, wholesale fast moving consumer goods, financial services and
professional services companies. He was appointed a non-executive director of
Sallies Limited in October 2009 and, with effect from February 1, 2010, was
appointed Financial Director and Chief Operating Officer and with effect from 8
February 2011 was appointed Acting Chief Executive Officer.

---

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

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 DiamondFields PLC                          | Director       | August 2006  | December 2008
|Great Basin Gold Ltd.                             | Director       | April 2006   | Present      
|Sallies Ltd.                                      | Director       | October 2009 | Present      
|Financial Director, CFO, COO and
      Acting CEO | February 2010  | Present     

T. BARRY COUGHLAN, B.A.  Director

Barry Coughlan is a self-employed businessman and financier who
over the past 24 years has been involved in the acquisition and financing of
publicly traded mining companies. His principal occupation is President and
Director of TBC Ventures Ltd., a private investment company which has developed
resource projects in Canada, the USA, Mexico and Africa.

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
      Corporation                                | Director                    | May 2006       | December 2006
|Farallon Resources Ltd.                                               | Director                    | March 1998     | January 2011 
|Great Basin Gold Ltd.                                                 | Director                    | February 1998  | Present      
|Icon Industries Ltd.                                                  | President, CEO and Director | September 1991 | February 2010
|Quartz Mountain Resources Ltd.                                        | Director                    | January 2005   | Present      
|Taseko Mines Limited                                                  | Director                    | February 2001  | Present      
|Quadro Resources Ltd.
      
      (formerlyTri-Gold Resources Corp). | President and Director      | June 1986      | Present      
|Amarc Resources Ltd.                                                  | Director                    | February 2009  | Present      
|Rathdowney Resource Corp                                              | Director                    | March 2011     | Present      

FERDINAND DIPPENAAR, B. Proc, MBA  President, Chief
Executive Officer (CEO) and Director

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

Mr. Dippenaar started his career at the Buffelsfontein gold
mine in 1982 and was employed in various financial and administrative capacities
at the Gengold mines. In 1996, he became managing director of Grootvlei and of
East Rand Proprietary Mines. Following Harmony Golds acquisition of Grootvlei
and Cons Modder, he was appointed Marketing Director of Harmony in 1997,
overseeing Harmonys service delivery departments, corporate affairs and
the companys investor relations. Mr. Dippenaar was appointed Director,
President and CEO of Great Basin Gold Ltd. in December 2005.

---

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

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. | Director                                              | July 2008     | Present      
|Kryso Resources Inc.                                    | Director                                              | April 2007    | Present      
|Great Basin Gold Ltd.                                   | Director, President and Chief
      Executive Officer | December 2005 | Present      
|Harmony Gold Mining Co. Ltd.                            | Executive Director                                    | 1997          | November 2005

DAVID M.S. ELLIOTT, B.Comm, FCA, ICD.D  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 Corporation  | Director       | April 2005 | June 2009
|Great Basin Gold Ltd.          | Director       | July 2004  | Present  
|Northern Dynasty Minerals Ltd. | Director       | July 2004  | Present  
|Taseko Mines Limited           | Director       | July 2004  | Present  

WAYNE KIRK, LLB  Director

Wayne Kirk is a retired attorney and professional consultant.
With over 40 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
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.

---

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

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 Corporation  | Director       | July 2005 | Present
|Great Basin Gold Ltd.          | Director       | July 2004 | Present
|Northern Dynasty Minerals Ltd. | Director       | July 2004 | Present
|Taseko Mines Limited           | Director       | July 2004 | Present

JOSHUA C. NGOMA, M.Eng  Director

Joshua Ngoma, a founding member and the current Chief Executive
Officer of Tranter Holdings (Pty) Ltd, was elected to the Board of Great Basin Gold, effective July 15, 2009. He 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
ZCCM (Zambia Consolidated Copper Mines Ltd), 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.

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

GERT (Gerry) J. ROBBERTZE, P. Eng  Director

Mr. Robbertze, is an Associate of Camborne School of Mines
(ACSM), a Fellow of the Institute of Mining and Metallurgy (FSAIMM), a Member of
the South African Mine Managers Association (MSAMMA) and a member of the South
African Council for Professional Engineers (Pr Eng). He has served with Anglo
American Corporation Limited, Kuruman Cape Blue Asbestos, Tsumeb Corporation
Limited, Gold Fields of South Africa, Associated Ore and Metal Limited , and
Anglovaal Mining Limited. He is currently a director of the Mineral Corporation
Consultancy (Pty) Limited. Mr Robbertze was appointed director of the Company in
March 2010.

Mr. Robbertze 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       | March 2010 | Present

---

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

WALTER T. 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 in the past. 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 resigned as a Director of the Company in March 2011.

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 | June 2008 
|Great Basin Gold Ltd.          | Director       | January 2003   | March 2011
|Cumberland Resources Ltd.      | Director       | May 2002       | April 2007
|Yukon Zinc Corp.               | Director       | February 2001  | July 2008 
|UEX Corporation                | Director       | March 2002     | June 2008 
|Plutonic Power Corp            | Director       | October 2003   | Present   
|Centenario Copper Corporation  | Director       | March 2004     | April 2009
|Pan American Silver Corp.      | Director       | May 2009       | Present   

RONALD W. THIESSEN, CA

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 Services Inc. (formerly 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 Services Inc.

Mr. Thiessen is, or was within the past five years, an officer
and/or director of the following public companies:

|Company                                     | Positions Held | From           | To     
|------------------------------------------- | -------------- | -------------- | -------
|Amarc Resources Ltd.                        | Director       | September 1995 | Present
|President and Chief Executive
      Officer | September 2000 | Present       
|Anooraq Resources
      Corporation         | Director       | April 1996     | Present
|President and Chief Executive Officer       | September 2000 | August 2007   

---

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

|Company                                                                | Positions Held | From           | To            
|---------------------------------------------------------------------- | -------------- | -------------- | --------------
|Continental Minerals
      Corporation                                 | Director       | November 1995  | Present       
|President and Chief Executive
      Officer                            | September 2000 | January 2006  
|Co-Chairman                                                            | January 2006   | Present       
|Detour Gold
      Corporation                                          | Director       | July 2006      | Present       
|Chairman                                                               | July 2006      | March 2009    
|Farallon Mining Ltd.                                                   | Director       | August 1994    | Present       
|Co-Chairman                                                            | September 2004 | December 2005 
|Chairman                                                               | December 2005  | 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 Diamonds
    Inc.                                             | Director       | November 2000  | September 2007
|President and Chief Executive
      Officer                            | November 2000  | September 2006
|Chairman                                                               | September 2006 | September 2007
|Taseko Mines Limited                                                   | Director       | October 1993   | Present       
|President and Chief Executive
      Officer                            | September 2000 | July 2005     
|Co-Chairman                                                            | July 2005      | May 2006      
|Chairman                                                               | May 2006       | Present       
|Quadro Resources Ltd. 
      (formerly
      Tri-Gold Resources Corp.) | Director       | July 1992      | December 2006 

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

---

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

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.

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 Gold 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.

---

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

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.

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.

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

ITEM 15 MATERIAL CONTRACTS

(a)
Tranter Margin Loan Agreements: Under these agreements Great Basin Gold has
initially guaranteed ZAR80 million ($11 million) of the indebtedness of its BEE
partner, Tranter Burnstone (Pty) Ltd (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.
Great Basin Gold then agreed with Investec to increase the guarantee
to ZAR140 million ($21 million) to cover any shortfall in interest or principal
repayments on the loan outstanding by Tranter Burnstone to Investec. Any
advances to Tranter Burnstone under this guarantee are due to be repaid by
Tranter Burnstone in instalments from 2014 to 2017, with interest at South
African prime interest rate plus 2%. Security for any advances made pursuant to
this guarantee includes a second charge against any shares of the Company held
by Tranter (second to Investec). The Companys wholly owned subsidiary Southgold
Exploration (Pty) Ltd was also required to set aside $12 million (ZAR80 million)
in an Investec account to be utilized for any advances required to be made to
Tranter under the guarantee. The amount agreed to be set aside set aside was
loaned to Tranter Burnstone in October 2010 through a loan of $13 million (ZAR88
million) under the guarantee agreement. Therefore the balance of the restricted
cash ($12 million) as disclosed in the September 30, 2010 interim financial
statements was used to partially fulfill this obligation. As a result of the
loan the remaining Tranter Burnstone guarantee is now reduced to ZAR52 million
($6.9 million) and Tranter Burnstone continues to owe the Company $13 million.

(b)
Senior Notes Indenture Dated December 12, 2008 and filed at www.sedar.com on January 20, 2009. The Indenture
governs the terms of the US$50 million senior secured Notes described under
Description of Capital Structure; As stated below the senior secured notes
were retired by the Credit Facility from Credit Suisse AG on March 15, 2011
;

(c)
On May 21, 2010, the Company announced that it obtained a US$47 million export
finance credit facility from Credit Suisse AG. The facility was upsized to US$72
million in August 2010. This facility (First CS Facility) has a maximum term
of four years from date of draw down, with interest and capital repayment
commencing nine months after draw down, and bears an interest rate of 4% over
the U.S. LIBOR rate. The Company has the right to retire the First CS Facility
12 months after draw down at no additional cost. The Burnstone Property is the
primary security for the First CS Facility. A hedging program typical for these
facilities was implemented for the First CS Facility involving a
zero-cost-collar structure for a total of 105,000 Au ozs over the next four
years. On March 15, 2011, Great Basin Gold closed a second credit facility approval
from Credit Suisse AG to enter into a Term Loan Financing for US$60 million
(Second CS Facility). The Second CS Facility has a maximum term of four years
from date of draw down, with interest and capital repayment commencing three
months after draw down, and bears an interest rate of 3.75% over the U.S. LIBOR
rate. The Company has the right to retire the Second CS Facility 12 months after
draw down at no additional cost. The Hollister Property and Esmeralda Mill are
the primary security for the Second CS Facility. A hedging program typical for
this facility was implemented and involves a zero-cost-collar structure for a
total of 105,000 Au ozs over the next four years. Of the US$60 million proceeds
of the Second CS Facility, some US$52 million was used to retire the Senior
Secured Notes issued in 2008.

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

(e) 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.

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

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 4, 2011
in respect of the Corporations consolidated financial statements as at December
31, 2010 and the Corporations internal control over financial reporting as at
December 31, 2010. 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)
Daniel J. van Heerden Pr. Eng., ECSA, FSAIMM , AMMSA Director of Minxcon Mining
Consultants , 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
technical report entitled Technical Report on the Update of the Mineral
Resource and Mineral Reserve Estimates for the Hollister Gold Mine, Elko County,
Nevada, USA dated February 8, 2011 and filed on SEDAR on February 8, 2011;;

(c) Daniel J. van Heerden Pr. Eng., ECSA, FSAIMM, AMMSA Director of Minxcon
Mining Consultants, Frederik J. de Bruin, Pr. Sci. Nat.,Deswik Mining
Consultants, Johan Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc. Nat.,
and Phil Bentley, Pr. Sci. Nat., and the technical report entitled Technical
Report Update on the Mineral Resource and Mineral Reserve Estimates for the
Burnstone Gold Mine, Mpumalanga Province of the Republic of South Africa dated
February 8, 2011 and filed on SEDAR on February 8, 2011;

Messrs
Oelofse and Bentley are employees of Great Basin Gold and Messrs Van Heerden and
de Bruin are independent of the Company.

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

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

ITEM 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).

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

The
following documents can be obtained upon request from Great Basin Gold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 2011, 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

The
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are
responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the Companys filings under securities
legislation is accumulated and communicated to management, including the CEO and
CFO as appropriate, to allow timely decisions regarding public disclosure. They
are designed to provide reasonable assurance that all information required to be
disclosed in these filings is recorded, processed, summarized and reported
within the time periods specified in securities legislation. The Company
evaluates its disclosure controls and procedures annually.

Under
the supervision of our CEO and CFO, management conducted an evaluation of the
effectiveness of our disclosure controls and procedures as at December 31, 2010.
Based on this evaluation, our Chief Executive Officer and the Chief Financial
Officer have concluded that, as at December 31, 2010, our disclosure controls
and procedures were effective to provide reasonable assurance that information
required to be disclosed by us in our annual filings, interim filings or other
reports that we file or submit under applicable securities legislation is
recorded, processed, summarized and reported within the time periods specified
in such legislation and that these controls and procedures also provide
reasonable assurance that material information relating to us is made known to
our CEO and CFO by others.

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

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Management
is responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes
in accordance with GAAP. Internal control over financial reporting includes
those policies and procedures that: (1) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company, (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company, and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Companys assets that could have a material effect on the financial
statements.

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

Under
the supervision of our CEO and our CFO, management conducted an evaluation of
the effectiveness of our internal control over financial reporting as at
December 31, 2010 based on the framework and criteria established in Internal
Control  Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that our internal
control over financial reporting was effective as of December 31, 2010 to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with GAAP.

During
the year the Company has designed and implemented relevant internal controls in
response to the Companys transition from developer to producer with further
internal controls to be implemented during 2011 in response to the Burnstone
production build-up. These include new internal controls addressing revenue
recognition, inventory and production costs, depletion, depreciation and
development costs incurred following commencement of commercial production. The
implementation of these internal controls over financial reporting will have a
material impact and are reasonably likely to affect our internal control over
financial reporting. The effectiveness of the companys internal control over
financial reporting as at December 31, 2010 has been audited by
PricewaterhouseCoopers LLP, our independent auditors, as stated in their report
which appears in the 2010 form F-40 which has been filed on www.sedar.com by 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 Golds audit committee charter is available for download on the
Companys website at www.greatbasingold.com.

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.

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

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 29: Principal Accountant Fees.

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

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

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

ITEM 21   OFF BALANCE SHEET ARRANGEMENTS

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

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

ITEM 22    TABULAR DISCLOSURE OF
CONTRACTUAL OBLIGATIONS

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

Table 30: Contractual Obligations.

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

|Notes: | 1. | Amounts include scheduled interest payments.
|------ | -- | --------------------------------------------

| | 2. | A total of 41,575 senior secured notes, each in the
      principal amount of US$1,000, remained outstanding on December 31, 2010.
      These notes were subject to interest at 14% per annum and were to mature
      at 120% of principal on December 12, 2011. The notes were guaranteed on a
      joint and several basis by the Companys Nevada subsidiaries and secured
      by their assets. On March 15, 2011, approximately US$52 million of the
      proceeds from the 2011 Facility provided by Credit Suisse were applied to
      fully pay and settle these notes.                                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 3. | The principal debt amounts will be repaid in equal
      monthly installments over a period of 12 to 13 months and bear interest at
      rates between 6.5% and 22.4% on outstanding capital. The finance leases
      are collateralized by the leased assets which had a carrying value of $9
      million at December 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 4. | The asset retirement obligations are not adjusted for
      inflation and are not discounted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 5. | The convertible debentures mature on November 30, 2014
      and bear interest at the rate of 8% per annum. Interest is payable
      semi-annually in arrears on May 30 and November 30 of each year. The
      debentures are direct senior unsecured obligations of the Company and are
      guaranteed by certain of the Companys subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 6. | 2010 Facility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In May 2010, the Company closed a $50 million (US$47
      million) term loan facility agreement (the 2010 Facility) with Credit
      Suisse, and subsequently increased the 2010 Facility by $25.7 million
      (US$25 million) in August 2010. The 2010 Facility has a maximum term of 4
      years from date of draw down and will be repaid in 13 quarterly
      consecutive instalments, commencing on May 26, 2011, 12 months after
      initial draw down. The 2010 Facility bears interest at a margin of 4% over
      the USD LIBOR rate. The Company applied the interest rate in effect on
      December 31, 2010 in determining the value of future payments. The Company
      has the option to retire the loan 12 months after draw down at no
      additional cost. The Burnstone project and certain subsidiary guarantees
      serve as security for the 2010 Facility.

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

2011 Facility

| |    | The Company closed the $69 million (US$70 million) 2011
      Facility with Credit Suisse on March 15, 2011. The 2011 Facility was
      increased from its original principal amount of $59 million (US$60
      million) to $69 million (US$70 million) to maximize leverage from what the
      Companys management considers to be a low-cost facility. The 2011
      Facility has been fully drawn down and has a term of 4 years, is repayable
      in quarterly instalments commencing September 2011, and bears interest at
      a premium of 3.75% over the 3 month US LIBOR rate. It is secured by the
      Companys Nevada assets. The related zero cost collar hedging program was
      to originally consist of a total of approximately 105,000 ounces of gold
      spread over a 4 year term, but has been expanded to cover a total of
      approximately 117,000 ounces of gold in light of the increase in the
      principal amount of the 2011 Facility.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 7. | Other obligations include nominal exploration and
      environmental obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---