---



(Great Basin Gold or the Company)

****

ANNUAL INFORMATION FORM for the year ended December 31,
2008

This Annual Information Form (AIF) is as of March 27, 2009

---

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

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

|                                                                                                                                                                      | Page                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|                                                                                                                                                                      |                                                                                         
|ITEM 2.                                                                                                                                                               | TABLE OF CONTENTS                                                                       
|ITEM 3.                                                                                                                                                               | CORPORATE STRUCTURE                                                                     
|ITEM 4.                                                                                                                                                               | GENERAL
      DEVELOPMENT OF THE BUSINESS                                               
|ITEM 5.                                                                                                                                                               | DESCRIPTION OF BUSINESS                                                                 
|ITEM 6.                                                                                                                                                               | DIVIDENDS                                                                               
|ITEM 7.                                                                                                                                                               | DESCRIPTION
      OF CAPITAL STRUCTURE                                                  
|ITEM 8.                                                                                                                                                               | MARKET FOR SECURITIES                                                                   
|ITEM 9.                                                                                                                                                               | ESCROWED
      SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER
|ITEM 10.                                                                                                                                                              | DIRECTORS AND OFFICERS                                                                  
|ITEM 11.                                                                                                                                                              | PROMOTERS                                                                               
|ITEM 12.                                                                                                                                                              | LEGAL PROCEEDINGS                                                                       
|ITEM 13.                                                                                                                                                              | INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS                        
|ITEM 14.                                                                                                                                                              | TRANSFER
      AGENT AND REGISTRAR                                                      
|ITEM 15.                                                                                                                                                              | MATERIAL CONTRACTS                                                                      
|ITEM 16.                                                                                                                                                              | INTERESTS OF EXPERTS                                                                    
|ITEM 17.                                                                                                                                                              | ADDITIONAL INFORMATION                                                                  
|ITEM 18.                                                                                                                                                              | DISCLOSURE
      FOR COMPANIES NOT SENDING INFORMATION CIRCULARS                        
|ITEM 19.                                                                                                                                                              | CONTROLS AND PROCEDURES                                                                 
|ITEM 20.                                                                                                                                                              | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS                   
|ITEM 21.                                                                                                                                                              | OFF
      BALANCE SHEET ARRANGEMENTS                                                    
|ITEM 22.                                                                                                                                                              | TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS                                     
|                                                                                                                                                                      |                                                                                         
|Figures                                                                                                                                                               |                                                                                         
|Figure
      1: Location of Burnstone Property                                                                                                                        | 14                                                                                      
|Figure
      2: Resource Areas and Distribution of Surface Boreholes                                                                                                  | 18                                                                                      
|Figure
      3: Hollister Property Location                                                                                                                           | 27                                                                                      
|Figure
      4: Hollister Property and Carlin Trend                                                                                                                   | 32                                                                                      
|Figure
      5: 2008 Underground Development at HDB                                                                                                                   | 34                                                                                      
|Figure
      6: Plan View of current Underground Development at HDB (showing locations
      of bulk sampling / trial stoping on the Gwenivere and Clementine Veins). | 35                                                                                      

|Figure 7: Planned Underground Development 2009  HDB                                                    | 36
|------------------------------------------------------------------------------------------------------- | --
|Figure
      8: Hatter Graben Cross Section Looking West                                                | 37
|                                                                                                        |   
|Tables                                                                                                  |   
|Table
      1: Drilling Conducted by Great Basin Gold  Burnstone Property                              | 17
|Table
      2: Measured and Indicated Mineral Resources as of January 2008  Burnstone
      Property   | 20
|Table
      3: Inferred Resources as of January 2008  Burnstone Property                               | 20
|Table
      4: Proven and Probable Reserves as of February 2009  Burnstone Property                    | 21
|Table
      5: Financial Analysis Assumptions  Burnstone Property                                      | 23
|Table
      6: 2009 LOM Average Cash Cost  Burnstone Property                                          | 23
|Table 7: Capital Cost Estimates  Burnstone Property                                                    | 24
|Table 8: LOM Capital Cost Estimates  Burnstone Property                                                | 24
|Table 9: Financial Analysis  Burnstone Property                                                        | 24
|Table 10: Gold Price Sensitivity  Burnstone Property                                                   | 25
|Table
      11: Total Remaining Costs to Bring Mine into Production  Burnstone
      Property          | 26
|Table
      12: 2008 Drilling at HDB                                                                    | 33
|Table
      13: Summary of Metallurgical Recoveries from Bulk Samples (2008) 
      Hollister Property | 38
|Table 14: Measured and Indicated Resources as of June 2008
       HDB                                  | 40
|Table 15: Inferred Resources as of June 2008  HDB                                                      | 41
|Table 16: Proven and Probable Reserves as of February 2009
       HDB                                  | 42
|Table 17: Financial Analysis Assumptions  Hollister
      Property                                     | 43
|Table 18: Capital Cost Estimates  Hollister Property                                                   | 43
|Table
      19: Cash Cost Estimates  Hollister Property                                                | 44
|Table
      20: Total Cost Estimates  Hollister Property.                                              | 44
|Table 21: Financial Analysis  Hollister Property                                                       | 44
|Table 22: Sensitivity Analysis Using Different Au Cut-Off
      Grades  Hollister Property             | 45
|Table 23: Sensitivity Analysis Using Different Gold Prices
       Hollister Property                   | 45
|Table 24: Proposed Budget  Hollister Property (US$
      million)                                      | 46

---

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

PRELIMINARY NOTES

This AIF includes certain
      statements that may be deemed forward-looking statements and forward
      looking information. This AIF will be the basis of certain United States
      securities filings. Accordingly we advise that these forward-looking
      statements constitute forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933and Section 21E of the
      SecuritiesExchange 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 and other risks detailed in
      this AIF under the heading Risk Factors. Investors are cautioned that
      any such statements are not guarantees of future performance and those
      actual results or developments may differ materially from those projected
      in the forward-looking statements or information.


Incorporation of Continuous Disclosure Documents by
Reference

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

See also our audited consolidated
financial statements for the fiscal years ended December 31, 2008, and 2007
together with the auditors report 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, paper copies of which are also 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.

---

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

Conversion of metric units into
imperial equivalents is as follows:

Metric Units
    Multiply by
    Imperial Unitshectares
    2.471
    = acresmetres
    3.281
    = feetkilometres
    0.621
    = miles (5,280 feet)grams
    0.032
    = troy ouncestonnes
    1.102
    = short tons (2,000 lbs)grams/tonne
    0.029
    = troy ounces/ton


Currency conversions used herein
are based on December 31, 2008, published by the Bank of Canada as follows: $1
US = $1.2180 CDN.

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

|                        |  | Years Ended December 31 | 
|----------------------- |  | ----------------------- | 
|                        |  | 2008                    | 
|Rate at end of period   |  | 0.8166                  | 
|Average rate for period |  | 0.9381                  | 
|High for period         |  | 1.0289                  | 
|Low for period          |  | 0.7711                  | 

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 | 
|----------------------- |  | ----------------------- | 
|                        |  | 2008                    | 
|Rate at end of period   |  | 0.1071                  | 
|Average rate for period |  | 0.1229                  | 
|High for period         |  | 0.1483                  | 
|Low for period          |  | 0.0886                  | 

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.

---

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

|                        |  | Years Ended December 31 | 
|----------------------- |  | ----------------------- | 
|                        |  | 2008                    | 
|Rate at end of period   |  | 0.1311                  | 
|Average rate for period |  | 0.1299                  | 
|High for period         |  | 0.1514                  | 
|Low for period          |  | 0.1108                  | 

GLOSSARY

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

|2009 Burnstone Report | a technical report entitled Revised Technical Report
      Update of the June 21, 2007 Technical Report (Optimized Feasibility
      Study), Inclusive of Updated Mineral Resource and Reserve Estimates for
      the Burnstone Gold Project dated February 27, 2009, prepared by Johan
      Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc. Nat. and Phil
      Bentley, Pr. Sci. Nat., filed on SEDAR on March 4, 2009.
|--------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2009 Hollister Report | a technical report entitled Revised Technical Report on
      the Mineral Resources and Reserves at Hollister Development Block Gold
      Project, dated February 27, 2009, prepared by Johan Oelofse, Pr. Eng.,
      FSAIMM, Phil Bentley, Pr. Sci. Nat, and Deon van der Heever, Pr. Sci. Nat,
      filed on SEDAR on March 4, 2009.                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Au Eq                 | means 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                 | means centimetre grams per tonne.                                                                                                                                                                                                                                                                                                                                                                                                    
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|DME                   | Department of Minerals and Energy of South Africa.                                                                                                                                                                                                                                                                                                                                                                                   
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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                   | means grams per ton.                                                                                                                                                                                                                                                                                                                                                                                                                 
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|HDB                   | means 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                   | means Hecla Ventures Corp. The Company purchased HVC and
      hence HVCs 50% earn-in right into the HDB in 2007.                                                                                                                                                                                                                                                                                                                   

---

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

|I-Drift                                         | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                              
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|IRR                                             | internal rate of return, the discount rate that would
      have to be applied to the projected future cash flows from an asset to
      make the net present value of the asset worth zero.                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|JSE                                             | Johannesburg Securities Exchange Limited, 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                                           | Minerals and Petroleum Resources Development Act,
      2002(RSA)                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|NI 43-101                                       | means 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 Alternext                                  | New York Stock Exchange Alternext (formerly American
      Stock Exchange), one of the three stock exchanges on which our common
      shares are listed.                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|oz/ton                                          | means 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                                             | United States Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|Sulphide                                        | A compound of sulphur with another element, typically a
      metallic element or compound.                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ton (imperial)                                  | 2,000 pounds.                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|tonne or t (metric)                           | 1.102 tons.                                                                                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|TSX                                             | Toronto Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                       
|                                                |                                                                                                                                                                                                                                                                                                                                                             
|ZAR                                             | South African Rand.                                                                                                                                                                                                                                                                                                                                         

---

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

Resource Category (Classification) Definitions

The discussion of mineral deposit
classifications in this AIF adheres to the resource/reserve definitions and
classification criteria developed 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 ore
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.

---

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

A Proven Mineral Reserve
is the economically mineable part of a Measured Mineral Resource demonstrated by
at least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is
justified.

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 United
States Securities and Exchange Commission (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 National Instrument 43-101
Standards of Disclosure for Mineral Projects (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.

|ITEM 3. | CORPORATE STRUCTURE
|------- | -------------------

Overview

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 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, Vancouver, British
Columbia, V6E 4N6, and our operational head office is located at 138 West
Street, Sandton, 2146, South Africa.

We operate directly and through our
subsidiaries as follows:

Name of Subsidiary
    Jurisdiction of Incorporation
    Ownership InterestGreat Basin Gold
      Inc.
    Nevada, USA
    100%Rodeo Creek Gold
      Inc.
    Nevada, USA
    100% (held through Great Basin Gold Inc.)Antler Peak Gold
      Inc.
    Nevada, USA
    100% (held through Great Basin Gold Inc.)Ganes Creek
      Ventures Corp.
    Alaska, USA
    100% (held through Great Basin Gold Inc.)Hollister Ventures
      Corp.
    Nevada, USA
    100% (held through Rodeo Creek Gold Inc.)Touchstone Resources Company
    Nevada, USA
    Inactive, 100% (held through
      Rodeo Creek Gold Inc.)N5C Resources Inc.
    Cayman Islands
    100%


---

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

Name of Subsidiary
    Jurisdiction of Incorporation
    Ownership InterestN6C Resources Inc.
    Cayman
      Islands
    100% (held through N5C Resources Inc.)Southgold Exploration (Proprietary) Limited
    South Africa
    100%, (held through N6C Resources
      Inc.)Puma Gold (Pty) Ltd
    South Africa
    100% (held through Southgold
      Exploration (Pty) Ltd)Great Basin Gold RSA (Proprietary) Limited
    South Africa
    100% (held through N6C Resources
      Inc.)GBG Rusaf Gold Ltd
    Canada
    100% of common (preferred shares
      are held by former shareholders as described further below)Boulder
      Investments Ltd
    Cyprus
    100% (held through GBG Rusaf Gold Ltd.)Kurils Holdings
      Ltd
    British Virgin Islands
    100% (held through GBG Rusaf Gold Ltd.)Franklyn Ltd
    British Virgin Islands
    100% (held through GBG Rusaf Gold Ltd.)Goldtone Ltd
    British Virgin Islands
    100% (held through GBG Rusaf Gold Ltd.)Graceholm Finance
      Ltd
    British Virgin Islands
    100% (held through GBG Rusaf Gold Ltd.)Shield Resources Ltd
    Tanzania
    100% (held through Boulder
      Investments Ltd.)Kurils Project Holdings Ltd
    British Virgin Islands
    100% (held through GBG Kurils
      Holdings Ltd.)Kurils Resources
      LLC
    Russia
    100% (held through GBG Rusaf Gold Ltd.)Reef Miners Ltd
    Tanzania
    100% (held through Franklyn Ltd.)Premier Resources
      Ltd
    Tanzania
    100% (held through Goldtone Ltd.)Protocol Exploration Ltd
    Tanzania
    100% (held through Graceholme
      Finance Ltd.)


---

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



---

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

|ITEM 4. | GENERAL DEVELOPMENT OF
      THE BUSINESS
|------- | -----------------------------------------

Great Basin Gold is a
pre-production mining company engaged in the acquisition, exploration and
development of precious metal deposits. The Company currently has two material
projects, both of which are at the test-mining stage, namely (a) the Hollister
gold project, acquired in 1997, and which is located on the Carlin Trend
goldfield in Nevada, USA (the Hollister Property) and (b) the Burnstone gold
project, acquired in 2002, and which is located in the Witwatersrand Basin
goldfields in South Africa (the Burnstone Property). Updated technical reports
were filed for both the Hollister Property and the Burnstone Property in March
2009, which are available at Great Basins profile at www.sedar.com.

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

As a consequence of completing
the acquisition of Rusaf Gold Ltd. (Rusaf) in April, 2008, a private British
Columbia corporation, the Company is also conducting early stage exploration on
a number of other prospects, primarily in Africa and Russia, however it does not
consider these properties to be material as they do not have any significant
resources identified to date and accordingly have not been the subject of any
technical reports. Rusaf was acquired in two tranches for a total consideration
of $22.9 million, paid in approximately 6.6 million Great Basin Gold common
shares (plus 1.1 million shares issuable on exercise of warrants and options).
The acquisition terms also provide for additional Great Basin Gold shares to be
issued in the first 3 years from closing, contingent upon gold discoveries
involving more than 500,000 ounces on certain mineral prospects currently held
by Rusaf. In the event of such discoveries, Great Basin Gold will issue shares
valued at the higher of the closing price on acquisition date ($2.94) or
then-prevailing market price to the former Rusaf shareholders on the basis of
valuing these gold ounces (including equivalent metals) 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 g/t or 0.04 oz/ton). Great Basin Gold has
also agreed to spend between $7 million and $20 million in exploring the
acquired properties during this period depending on independent advice as to the
likelihood of exploration success. In 2008 we spent $7 million on exploring the
Rusaf properties however we do not consider any of the Rusaf properties to be
material at this time.

In addition, the Company
purchased the Esmeralda property on December 16, 2008 from Metallic Ventures
(U.S.), Inc. (Metallic Ventures) for an aggregate consideration of $2,403,600
(US$2,000,000). The Esmeralda Property consists of patented and unpatented
mining claims, fee lands, water rights and a mill. The agreement with Metallic
Ventures required that the Company substitute its own environmental bonding for
the Metallic Ventures bond of US$1,082,728. The Esmeralda Property is
approximately 290 miles from the Hollister Property of which about 80% of the
distance is paved.

We do not have any commercial
mining operations. Revenues generated during 2008 are attributable to gold and
ore sales from the ore extracted during the trial mining activities conducted at
the Hollister Property. Our operations consist of exploration, pre-development
and test-mining at our two principal mineral projects. The Company did not
acquire or dispose of any material properties during 2008.

---

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

|ITEM 5. | DESCRIPTION OF
      BUSINESS
|------- | -----------------------------

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

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

Burnstone Property, South Africa

Unless stated otherwise,
information of a technical or scientific nature related to the Burnstone
Property contained in this AIF is summarized or extracted from a technical
report entitled Revised Technical Report Update of the June 21, 2007 Technical
Report (Optimized Feasibility Study), Inclusive of Updated Mineral Resource and
Reserve Estimates for the Burnstone Gold Project dated February 27, 2009 (the
2009 Burnstone Report), prepared by Johan Oelofse, Pr. Eng., FSAIMM, Deon van
der Heever, Pr. Sc. Nat., and Phil Bentley, Pr. Sci. Nat and filed on Great
Basins profile on SEDAR at www.sedar.com. Messrs. Oelofse and Bentley
are employees of Great Basin and Mr. van der Heever is independent of the
Company.

All information relating to the contents of the 2009
      Burnstone Report, including but not limited to statements of the Burnstone
      Propertys potential and information such as capital and operating costs,
      production summary, and financial analysis are forward looking statements.
      The 2009 Burnstone Report was prepared to quantify the Burnstone
      Property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 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
      mining disclosure standards as a proven and probable reserve, but readers
      are cautioned that no part of the Burnstone Propertys mineralization is
      not yet considered to be a reserve under SEC standards. 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. Although work has been done to confirm
      the mine design, mining methods and processing methods assumed in the 2009
      Burnstone Report, construction and operation of the mine and processing
      facilities depend on securing environmental and other permits on a timely
      basis. Authorization has been received for mining. 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


---

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

materially different from those contained in the 2009
      Burnstone Report. There can be no assurance that these infrastructure
      facilities can be developed on a timely and cost-effective basis. Energy
      risks include the potential for significant increases in the cost of fuel
      and electricity. The 2009 Burnstone Report assumes specified, long-term
      prices levels for gold. The price of this metal is historically volatile,
      and the Company has no control of or influence on its price which is
      determined in international markets. There can be no assurance that the
      price of gold will continue at current levels or that it will not decline
      below the prices assumed in the 2009 Burnstone Report. Prices for gold
      have been below the price ranges assumed in 2009 Burnstone Report at times
      during the past ten years, and for extended periods of time. The Burnstone
      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. 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.


Burnstone Property Description and Location

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

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

Prior to November 2004, the
mineral resources on the Burnstone Property were partitioned into four areas
depending on the amount of drilling and status of geological interpretation.
Mineral resources, selected using the same criteria applied previously, now
occur within most of the previous Areas 1, 2, 3, and 4 and are now 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, encompassing an even greater area.

---

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

Figure 1: Location of Burnstone Property



Burnstone Property titles are
100% held through a subsidiary and are held royalty free except for a 4% royalty
on refined gold payable to the government of RSA as provided for in the Mineral
and Petroleum Resources Royalty Bill (Royalty Bill). The royalty percentage is
calculated based on an agreed formula being applied to earnings before interest
and tax of Great Basin, and management has estimated the royalty payable on the
Burnstone Property to be 4%. It is uncertain when the Royalty Bill will come
into force, as the government of RSA has recently stated that the implementation
of the royalty regime is to be deferred to 2010 due to the current global
economic conditions. At present, Great Basin 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 to achieve a target of
26% ownership in the Companys South African projects by HDSAs by 2014, Tranter
Burnstone (Proprietary) Limited, 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 on a fully diluted basis. 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 ($8 million) and
further provided a ZAR32 million ($3.2 million) deposit to help secure the loan
when its collateral value declined in 2008. Great Basin Gold will seek recovery
of the deposit if its share price recovers to the $2 range.

---

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

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 DME in September 2007. On October 28, 2008 the DME
granted a Mining Right to Southgold to mine gold, silver and aggregate at the
Burnstone Property. The Mining Right was notarially executed by the DME and the
Company effective February 17, 2009 for a period of 18 years.

On March 10, 2008, Great Basin
announced that the DME had approved an amended Environmental Management Plan for
the sinking of the vertical shaft at the Burnstone Property. This development
was needed to remain in compliance with safety regulations by the establishment
of a second outlet for the bulk sample project currently in development.
Simultaneously with the execution of the mining right, the Environmental
Management Plan for Area 1 was approved by the DME, and the bulk sample program
is to be replaced by a LOM plan, the detail of which is being developed

In addition, the mandatory
Environmental Impact Assessment (EIA) for Area 2 has commenced. The Company
expects that this will be completed by September 2009, after which the Company
will seek approval for access to mine Area 2 of the Burnstone Property.

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 DME 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.

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

---

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

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

History

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

Exploration drilling in the
Burnstone Property area was conducted intermittently during the period 1974 to
1993; initially by Union Corporation Ltd., and later by Gencor. Anglovaal
Limited (presently known as Avgold Limited) 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.

In addition, mineral rights to 6%
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

---

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

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 braided channel system extending over the
property. Drilling has also shown that two northwest-southeast trending
sub-parallel faults, spaced four kilometres apart, have uplifted the central
portion of the gold corridor. As a result, a substantial portion of the
gold-bearing horizon along the main deposit trend lies between 250 and 750 m
(820-2,640 ft) in depth, which is relatively shallow for Witwatersrand gold
deposits. The average thickness of the reef is 35 cm.

Exploration and Mineralization

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

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

Period
    Target Area
    CommentsJanuary 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.


---

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

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 disclosed in Table 2 and Table 3 under Mineral Resource
Estimates. Drilling to the end of 2008 is shown in Figure 2.

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 has been ongoing, now totalling over 350 boreholes.
During 2009, the Company plans to focus drilling on underground stope
delineation and structural investigations.

Figure 2: Resource Areas and Distribution of Surface
Boreholes



---

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

Sampling and Analysis

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

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

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

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

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

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

---

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

Mineral Resource Estimates

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe following table uses the terms measured resources
      and indicated resources. We advise investors that while these terms are
      recognized and required by Canadian securities regulations (under NI
      43-101), the SEC does not recognize these terms. Investors are
      cautioned not to assume that any part or all of mineral deposits in
      these categories will ever be converted into SEC defined reserves. See
      Risk Factors.


Table 2: Measured and Indicated Mineral Resources as of
January 2008  Burnstone Property

Category
    Cut-off (cmg/t)
    Tonnes (millions)
    Grade (g/t)
    Contained Gold(1)(2)
      (oz)Measured
    350
    39.0
    7.56
    9,474,000400
    33.8
    7.80
    8,484,000Indicated
    350
    15.7
    4.95
    2,503,000400
    15.1
    4.89
    2,372,000Measured & Indicated
    350
    54.7
    6.81
    11,977,200400
    48.9
    6.90
    10,856,000


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

Cautionary Note to Investors Concerning Estimates of
      Inferred ResourcesThis section uses the term inferred resources. We
      advise investors that while this term is recognized and required by
      Canadian regulations, the SEC does not recognize it. Inferred resources
      have a great amount of uncertainty as to their existence, and great
      uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of 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. Mineral resources that are not mineral reserves do not have
      demonstrated economic viability. None of the following mineralization has
      been demonstrated to be ore nor is considered to be a mineral reserve.
      Investors are cautioned not to assume that any part or all of an
      inferred resource exists, or is economically or legally mineable. See
      Risk Factors.


Table 3: Inferred Resources as of January 2008  Burnstone
Property

Category
    Cut-off (cmg/t)
    Tonnes (millions)
    Grade (g/t)
    Contained Gold(1)(2)
      (oz)Inferred
    350
    18.6
    4.42
    2,642,000400
    17.0
    4.37
    2,394,000


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

---

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

Mineral Reserve Estimates

Cautionary Note to Investors Concerning Reserve
      EstimatesThe following 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 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 in this AIF may not qualify as
      reserves under SEC standards. In addition, disclosure of contained
      ounces is permitted disclosure under Canadian regulations; however, the
      SEC only permits issuers to report mineralization as in place tonnage and
      grade without reference to unit measures.


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

Table 4: Proven and Probable Reserves as of February 2009 
Burnstone Property

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


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

---

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

Mining Operations

Mining Method

The current mine plan is based on
flexible, mechanized materials handling and conventional narrow reef underground
mining of the deposit on the Burnstone Property, utilizing a combination of a
decline and a vertical shaft for access for Area 1 and a twin decline for Area
2. Development will occur in two phases, and a 4.5 -m wide by 4.8 -m high
decline will be developed first to enable early access to the ore body for some
mining.

The Company is currently
investigating the opportunity of using alternative mining methods at the
Burnstone Property to improve safety, productivity and potential profitability.
In December 2007 Great Basin Gold commissioned Turgis Consulting (Pty) Limited
(Turgis) to evaluate the possibility of using Long-Hole Stoping (LHS) at
Burnstone. The concept of LHS in narrow, tabular, relatively flat dipping ore
bodies has been used in Australia and has been experimented with in South Africa
at a number of mines. Trial mining with this method has shown potential for
improved safety, reduced dilution and improved productivity. The main safety
feature of the proposed mining method is that entry by workers into the stope is
not required. Initial costing work, conducted at a concept study level of
detail, showed potential cost savings by using LHS.

Great Basin Gold subsequently
commissioned Turgis to prepare a mine plan, utilising LHS for the Burnstone
Property, with the aim of comparing the results of this mine plan with the 2009
Burnstone Report. The Company is currently preparing to test LHS for a trial
period in the first two stoping areas. The equipment needed for the trial stope
is already on site, crews trained and testing of the equipment and its
capabilities successfully completed. Turgis has been appointed to independently
review the results of the trial stopes to ensure timeous and accurate decision
making.

Mine Development

The first of a two-stage
underground access development program began in July 2006. Development and
construction programs are ongoing and on December 31, 2008 approximately 6,867
ft (2,093 m) of the planned 7,590 ft (2,314 m) of decline development were
completed.

Additional breakaways to reef
positions have been established. A total of 256 ft (78 m) is left to Block B
where stoping is scheduled to start in the second quarter and 581 ft (177 m)
left to Block C where stoping is scheduled to start in the third quarter. The
equipment required for the stoping of Block B is already on site and the crews
have been trained.

The construction of the vertical
shaft commenced in early 2008, and is intended primarily for rock hoisting, but
will also be equipped for the insertion and extraction of men and material. The
vertical shaft has progressed to 538 ft (164 m) below surface with the head gear
construction completed and the structure erected as at December 31, 2008.
Currently, preparations for the main sink phase to 1,644 ft (501 m) depth are
nearing completion, and the vertical shaft is on track to be commissioned by
2010. The vertical shaft bottom is planned to be reached by September 2009.

Electrical power supply to the
mine on the Burnstone Property has been planned, and is being jointly developed
with Eskom. Power shortfalls during the project construction phase have been
suitably addressed by diesel generator packs on site.

The metallurgical plant is
nearing completion of its design stage, and refurbishment and early stage
construction is expected to commence in 2009. The metallurgical plant was
initially designed for a production rate of 125,000 tonnes per month, however,
this design with the inclusion of Area 2 in the initial LOM plan has been
increased with a further 50,000 tonnes per month to 175,000 tonnes per month

---

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

capacity. A metallurgical update being completed is focusing on
detailed engineering and design. The mills have been subjected to
non-destructive testing to determine the level of refurbishment required. The
metallurgical plant commissioning is on track for completion by the end of the
first quarter of 2010.

Financial analysis

The 2009 Burnstone Report
included an update on the financial analysis of the Burnstone Property and the
tables below provide a summary.

Table 5: Financial Analysis Assumptions  Burnstone Property

Assumptions
    2009 Burnstone ReportAu Price
    US$800/ozUS$/ZAR exchange
      rate
    ZAR9.00Proven and probable reserves used for the financial model
    30 million tons @ 4.2 g/t of
      gold. 4.1 million oz of Au @ 4 g/t Au cut-offPercentage of measured and indicated resources used in
      financial model
    38%Gold recovery
    95%


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

Table 6: 2009 LOM Average Cash Cost  Burnstone Property

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


---

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

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

Table 7: Capital Cost Estimates  Burnstone Property

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


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

Table 8: LOM Capital Cost Estimates  Burnstone Property

LOM Avg. Total
      Costs (US$/oz)
    2009 Burnstone ReportTotal costs
    495


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

Table 9: Financial Analysis  Burnstone Property

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


Sensitivity Analysis

The following is a sensitivity
analysis based on the 2008 resource estimate. The sensitivity analysis was done
against the variables of gold prices to illustrate the impact on the IRR and NPV
(discounted at 5%). Sensitivity to gold price fluctuation is summarized in the
table below over a range of

---

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

gold prices of US$700 to US$900, demonstrating an impact on IRR
of 28.5% to 42.4%, and post tax NPV of US$503.6 million to US$869.5 million.

Table 10: Gold Price Sensitivity  Burnstone Property

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

Plans

The Companys current project
development plan consists of two mainstream activities:

(i)     
Preparation for and entering early stage production in Area 1. This will entail
underground development into the mining blocks identified for early stage and
trial mining by opening up and mining certain stopes. During this stage,
advanced stoping techniques and mining technology will be evaluated. Completion
of the decline shaft to shaft bottom is necessary, linking up with the shaft
bottom development of the vertical shaft. Construction of other mine
infrastructure, above and below surface is also planned, which entails the
continuance and completion of the vertical shaft, construction of the
metallurgical plant, construction of adequate surface infrastructure, road and
offices and the establishment of adequate electrical power to the Burnstone
Property. The Company will also source, employ and train the necessary workforce
and purchase the equipment required; and

(ii)     
Planning and preparation for access into Area 2. The development of the twin
decline into Area 2 is postponed for a period of one year. The Mining Right for
the Burnstone mine (granted October 2008 and executed February 17, 2009)
contributed to the delay in the planned development of the decline shaft into
Area 2 as it was a prerequisite for the EIA process for development of access
into Area 2 to be initiated. After the EIA is completed, the Company plans to
obtain approval from the relevant authorities to access Area 2 by way of a
decline shaft. Although Area 2 would be accessed by a dedicated decline shaft,
mining operations would share the surface infrastructure currently established
for Area 1, with the exclusion of ventilation shafts.

The one year delay on initial
planning will not have a significant impact on the planned production build up
because of the planned mill start up time (mid 2010) , as well as the percentage
contribution to total production on the Burnstone Property from Area 2 (30%). In
addition to the above, the production shortfall from Area 2 due to the delays
discussed may be compensated for by additional production from Area 1 which will
be extracted via the decline shaft.

---

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

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

|                       | 2009 | 2010 (6 Months) | Total
|---------------------- | ---- | --------------- | -----
|Mine development       | 4    | 4               | 8    
|Mining equipment       | 18   | 5               | 23   
|Surface infrastructure | 4    | 3               | 7    
|Engineering            | 14   | 9               | 23   
|Vertical shaft         | 20   | 3               | 23   
|Metallurgical plant    | 20   | 15              | 35   
|Production costs       | 10   | 15              | 25   
|Total costs            | 90   | 55              | 145  

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 technical
report entitled Revised Technical Report on the Mineral Resources and Reserves
at Hollister Development Block Gold Project, dated February 27, 2009 (the 2009
Hollister Report), prepared by Johan Oelofse, Pr. Eng., FSAIMM, Phil Bentley,
Pr. Sci. Nat. and Deon van der Heever, Pr. Sci. Nat. Messrs Oelofse and Bentley
are employees of Great Basin, and Mr. van der Heever is independent of the
Company.

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


---

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

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 3). 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.

Figure 3: Hollister Property Location



The HDB is currently being
accessed for test mining, underground continuity drilling, and to obtain bulk
samples through an excavated decline that, as of December 31, 2008, was 4,524
feet (1,379 metres) in length. Gold and silver mineralization occurs in
multiple, steeply dipping vein systems. Permitting and pre-development work are
ongoing, and additional surface drilling on areas of the Hollister Property
outside of the HDB was conducted in 2008. Vein systems within the HDB are the
most thoroughly explored on the Hollister Property and are the location of the
mineral resources and reserves described below in Table 14, Table 15 and Table
16 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 Companys primary focus is the deeper gold bearing system
underneath an area covering approximately 5% of the Hollister Property, which is
known as the Hollister Development Block,

---

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

or HDB. The HDB is the area in which feasibility work in 2007
and 2009 has determined that there are proven and probable mineral reserves as
further discussed below. The HDB was a joint venture with Hecla Mining Corp.
from 2002 to 2007, when the Company purchased Heclas 50% interest for US$60
million. Great Basin now 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, as described in more detail below.

Pursuant to the terms of a
purchase agreement (the Ivanhoe Agreement) dated August 13, 1997, with a
subsidiary of Newmont Mining Corporation (Newmont) and Touchstone Resources
Company (Touchstone), Great Basin Gold acquired Newmonts 75% interest in the
Hollister property. A Great Basin Gold subsidiary later acquired Touchstone,
which owned the other 25%; hence, 100% of the Hollister Property is now owned by
Great Basin Gold. 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 expiring 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 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 now
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 a list
of the major permits related to the HDB:

- State of Nevada  Water Pollution Control Permit NEV2003107 effective
  December 24, 2008, authorizing the Company to process off site up to 275,000
  tons of ore per year. The Water Pollution Control Permit is subject to the
  completion of the EIS and approval of the amended Plan of Operations. Great
  Basin Resource Watch (GBRW) has filed an appeal with the Nevada State
  Environmental Commission (the NSEC) challenging the Nevada Division of
  Environmental Protections (the NDEP) issuance of this Water Pollution
  Control Permit. An informational meeting was concluded with GBRW and NDEP on
  February 24, 2009. The meeting provided

---

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

- State of Nevada  Reclamation Permit #0227 dated January 18, 2008, which
  covers reclamation and closure of the east pit area surface facilities and
  fluid management systems;
- State of Nevada  Water Pollution Control Permit NEV2003114 dated April 7,
  2004. This permit allows the operation of the rapid infiltration basins for
  the disposal of water collected in the decline at the HDB;
- State of Nevada  Reclamation Permit #0190 dated March 15, 2000. This
  permit is related to the exploration activities at the Hollister Property;
- State of Nevada  Class I Air Quality Permit issued on September 26, 2003,
  allowing the use of diesel combustion generators for the generation of
  electricity. This permit is undergoing a renewal process with NDEP;
- BLM  Plan of Operations Approval and Decision dated May 7, 2004, which
  allows Rodeo Creek Gold Inc. to conduct underground exploration, test mining
  and bulk sampling, and to construct ancillary facilities to support the
  project. This Plan of Operations has been amended several times to accommodate
  additional operational needs, including approvals for an expanded waste rock
  storage facility, installation of an Alimak Raise, construction of an
  additional RIB, and the installation of a mine water desilting facility. A
  second decline has also been approved, but has not yet commenced; and
- BLM  Two Surface Exploration Notices for the Craig and Hatter Graben areas
  of the Hollister Property have been approved allowing limited surface
  exploration activities.

Under the current Plan of
Operations approved by the BLM, the Company is permitted to undertake
underground exploration and development inclusive of test mining and the taking
and removal of bulk samples. An amended Plan of Operations to approve full
production was submitted to the 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
Environmental Impact Statement (EIS). The initiation of the EIS process in
conjunction with the BLM is currently underway.

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
Water Pollution Control Permit that the NDEP recently issued and in a manner
that will aim to fully protect the environment, including the archaeological
resources near the mine, and that will not create any additional surface
disturbance or other new environmental impacts as required by the current Plan
of Operations.

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.

---

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

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

The climate is arid, high desert.
Temperatures can reach as low as 30 oF (34 oC) during the winter and summer
highs 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, Placer drilled several holes for mercury,
silver and gold and Bear Creek (Kennecott) drilled a number of holes for gold.
None of these programs encountered sufficient mineralization to warrant
developing a mine.

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

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

---

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

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

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

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

---

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

Figure 4: Hollister Property and Carlin Trend



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.

The HDB was the subject of an
exploration joint venture between Great Basin Gold and by Hecla Mining Company,
now Hecla Limited (Hecla) which terminated in April, 2007 when Great Basin
Gold bought out Heclas 50% interest. From 2002 to 2006, Hecla conducted
engineering and permitting work

---

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

in furtherance of an underground development program and
obtained the necessary permits to complete the Stage 1 underground development,
drilling, and feasibility work.

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

Since April 2007, a further
42,144 ft of underground and 51,032 ft of surface exploration diamond drilling
has been completed. The underground drilling is an important phase of
evaluation, enabling more detailed delineation of vein mineralization. There are
now 24 recognised discrete veins constituting the Gwenivere and Clementine
systems.

During 2008 a total of 17,204 ft
(5,243 m) of underground development has been completed of which 6,099 ft (1,859
m) has been on reef exposing the veins. Total development to December 31, 2008
is 22,132 ft, of which 6,697 ft has been on veins. Table 12 below summarizes the
drilling on the HDB during 2008, and lists whole core sampled intervals.

Table 12: 2008 Drilling at HDB

Vein System
    Boreholes No
    Intersections
      No
    Av true
      width ft
    **Av Au grade**
    Av Ag gradeoz/ton
    **g/t**
    oz/ton
    g/tClementine
    25
    64
    1.9
    1.165
    36.23
    5.54
    191Gwenivere
    33
    99
    2.6
    1.060
    32.95
    6.97
    241


The underground infrastructure
established to December 31, 2008 is shown in Figure 5 below. An 18 foot raise
has also been developed in the West Gwenivere. A split-shot mining technique
was implemented for several rounds in the month of December, 2008, where the
veins are particularly narrow. In the technique, the entire face is drilled, the
waste is shot and mucked out, and the ore material slashed off and then mucked
out.

---

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

Figure 5: 2008 Underground Development at HDB



Additional drifting on the
Gwenivere vein and both the South and Central Clementine veins has continued in
order to generate representative bulk samples for metallurgical and mill
testing, as shown in Figure 6 and Figure 7 below.

---

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

Figure 6: Plan View of current Underground Development at
HDB (showing locations of bulk sampling / trial stoping on the Gwenivere
and Clementine Veins).



---

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

Figure 7: Planned Underground Development 2009  HDB



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

In the western portion of the
Clementine vein system, vein development is not very robust. The top 100 to 200
ft of the vein is hosted in predominantly siliceous quartzite; here quartz veins
are not well developed and grades are accordingly lower than expected. However,
this is not a global phenomenon as other areas hosted in quartzite have well
developed veins with high grade intercepts (for example, on the Clementine South
Vein, hosted by quartzite, on sections 2900N to 3100N, holes HDB-54, 55 and 79
intersected values of greater than 1 oz/ton). A high grade chute was defined in
the Clementine vein system; the chute is 100 to 300 ft wide, trends easterly and
has a 30o plunge within the plane of the vein.

The Hatter Graben target
comprises an east-west trending vein swarm hosted by Ordovician metasediments.
Twelve surface boreholes have been completed, with intersections ranging up to
7.8 oz/ton Au, as shown in Figure 8 below.

---

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

Figure 8: Hatter Graben Cross Section Looking West



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

Milling

During 2008, a number of bulk
samples of mineralized material were generated from the Hollister Propertys
ongoing trial mining initiative and sold to third party milling facilities for
processing, as part of the Companys metallurgical test work and processing
optimization of the ore at the Hollister Property. Different stoping methods,
specifically, shrinkage and cut/fill methods were under trial. The average
minimum mining widths for stopes under the mine plan is 42 inches (3.5 feet). A
total of 50,161 tons were extracted and 33,830 tons were sent to several
different treatment facilities under processing agreements. A summary of the
metallurgical recoveries from bulk samples generated from the Hollister Property
mine development during 2008 is given in the table below.

---

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

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

Mill Locality (Period)
    Au (Head grade) (oz
      pt)
    Ag (Head grade) (oz
      pt)
    Dry Short (tons)
    Au Recovery (%)
    Ag Recovery (%)Newmont Midas
      (May)
    1.15
    9.53
    4,737
    84.7
    94.3Newmont Midas
      (June)
    0.75
    9.70
    3,906
    88.2
    92.6Newmont Midas (September)
    1.43
    12.07
    10,907
    88.1
    91.1Newmont Midas (November)(1)
    2.02
    16.20
    12,075
    83.0
    N/AKinross Republic (November)(1)
    2.34
    20.14
    4,692
    N/A
    N/A


|Note to table:                                      
|----------------------------------------------------
|(1)          
      Actual assays not yet processed.

Sampling and Analysis

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

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

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

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

Any RC drilling assessing
exploration targets occurring in the overlying Tertiary rocks involved sampling
all cuttings/chips from the 6-inch (15.2 cm) diameter RC pre-collar drill holes,
which were

---

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

passed through a cyclone. From this, 8 to 10 pound (3.6 to 4.5
kg) sub-samples were collected for every 5 ft (1.5 m) of hole drilled, wherever
recovery was sufficient to provide a representative sample. The samples were
picked up at the drill rig and transported by laboratory personnel to the ALS
Chemex sample preparation facility in Elko.

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

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

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

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

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

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

HDB Resource Estimates

As of June 2008, at a 0.25 Au
oz/t cut-off, the estimated measured and indicated resources at the HDB total
1.57 million ounces Au Eq, with an average in situ Au grade of 0.87 oz/ton and
Ag grade of 4.57 oz/ton.

---

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

Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated ResourcesThe following table uses the terms measured resources
      and indicated resources. We advise investors that while these terms are
      recognized and required by Canadian securities regulations (under NI
      43-101), the SEC does not recognize these terms. Investors are
      cautioned not to assume that any part or all of mineral deposits in
      these categories will ever be converted into SEC defined reserves. See
      Risk Factors.


Table 14: Measured and Indicated Resources as of June 2008 
HDB

Resource Category
    Cut-off (oz/ton)
    Tons (000)
    Tonnes (000)
    Au Grade
    Au (oz)
      (000)
    Ag Grade
    Ag (oz)
      (000
    Au Eq (oz)
      (000)(oz/ton)
    (g/t)
    (oz/ton)
    (g/t)Measured
    0.25
    1,121
    1,017
    0.91
    31.29
    1,023
    5.55
    190.45
    6,227
    1,1670.28
    1,027
    931
    0.97
    33.33
    998
    5.92
    202.99
    6,078
    1,1380.35
    867
    786
    1.09
    37.50
    948
    6.61
    226.56
    5,725
    1,080Indicated
    0.25
    494
    448
    0.76
    26.13
    376
    2.33
    80.00
    1,152
    4030.28
    442
    401
    0.82
    28.11
    363
    2.48
    84.93
    1,095
    3880.35
    361
    328
    0.93
    32.00
    337
    2.69
    92.39
    974
    360Total Measured & Indicated
    0.25
    1,615
    1,465
    0.87
    29.71
    1,399
    4.57
    156.68
    7,379
    1,5690.28
    1,469
    1,333
    0.93
    31.76
    1,360
    4.88
    167.45
    7,173
    1,5260.35
    1,228
    1,114
    1.05
    35.88
    1,285
    5.46
    187.07
    6,699
    1,440


|Additional information:
|-----------------------
|(1)                    
|(2)                    
|(3)                    

---

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

Cautionary Note to Investors Concerning Estimates of
      Inferred ResourcesThis section uses the term inferred resources. We
      advise investors that while this term is recognized and required by
      Canadian regulations, the SEC does not recognize it. Inferred resources
      have a great amount of uncertainty as to their existence, and great
      uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of 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. Mineral resources that are not mineral reserves do not have
      demonstrated economic viability. None of the following mineralization has
      been demonstrated to be ore nor is considered to be a mineral reserve.
      Investors are cautioned not to assume that any part or all of an inferred
      resource exists, or is economically or legally mineable. See Risk
      Factors.


Table 15: Inferred Resources as of June 2008  HDB

Resource Category
    Cut-off
      (oz/ton
    Tons (000)
    Tonnes (000)
    Au Grade
    Au (oz)
      (000)
    Ag Grade
    Ag (oz)
      (000
    Au Eq (oz)
      (000)(oz/ton)
    (g/t)
    (oz/ton)
    (g/t)Inferred
    0.25
    1,252
    1,136
    0.51
    17.40
    635
    1.43
    49.10
    1,793
    6770.28
    1,149
    1,043
    0.53
    18.14
    608
    1.39
    47.74
    1,600
    6450.35
    848
    770
    0.61
    20.80
    515
    0.99
    33.81
    837
    534


|Additional information:
|-----------------------
|(1)                    
|(2)                    
|(3)                    

In order to complete the resource
estimates on the HDB, drilling from March 2007 to March 2008 totalling
approximately 40,000 ft was taken into account. The drilling was done from
suitable positions to explore the deeper parts of the deposit and to infill gaps
from previous exploration programs.

The grade-tonnage models of the
deposit on the Hollister Property consists of 24 separate veins. The models were
created using a 3-D wireframe approach within which grades were directly
estimated to blocks located within the wireframes in 3-D as well. This approach
is commonly applied in estimating vein-style deposits, particularly those
anticipated to be exploited by open-pit mining methods, and those sufficiently
wide to offer the possibility of mining selectivity across the vein width. The
methodology works well for narrow veins where a sufficient density of data is
available to model the width of the vein accurately. The Company is currently
reviewing the resource estimation methodology in the light of continued drilling
and geological modeling of the veins.

---

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

Mineral Reserve Estimates

Cautionary Note to Investors Concerning Reserve
      EstimatesThe following 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 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 in this AIF may not qualify as
      reserves under SEC standards. In addition, disclosure of contained
      ounces is permitted disclosure under Canadian regulations; however, the
      SEC only permits issuers to report mineralization as in place tonnage and
      grade without reference to unit measures.


Mineral reserves are declared at
a cut-off grade of 0.33 oz/ton Au. The portion of the mineral resources that
were included in the mine plan were modified inclusive of mining dilution
(minimum mining width 42), mining gold losses (6%), metallurgical recovery
(90%) and approximate royalties of 2.5% (for cut-off purposes only) to the
equivalent of proven and probable reserves disclosed in Table 16 below. Proven
reserves were classified according to mine infrastructure and current access as
the economically mineable part of the measured resources and according to the
mine plan are expected to be mined during 2009. The remainder of the
economically mineable part of the measured and indicated resources were
classified as probable reserves, and according to the mine plan are expected to
be depleted over the following eight years. The proven and probable reserves
have been determined in accordance with Canadian regulations under NI 43-101,
which differ from the SECs standards for such classification.

Table 16: Proven and Probable Reserves as of February 2009 
HDB

Reserve Category
    (1) Cut-off
    Tons
    Au Grade
      (oz/ton)
    Ag Grade
      (oz/ton)
    Au (oz)
    Ag (oz)
    (2) Au Eq (oz)Proven
    0.33
    109,600
    1.107
    7.77
    121,348
    851,946
    134,127Probable
    0.33
    1,124,742
    0.818
    3.98
    920,475
    4,479,868
    987,673Total
    0.33
    1,234,342
    0.844
    4.32
    1,041,823
    5,331,814
    1,121,800


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

Financial Analysis

The tables below provide a
summary of the key parameters and results of the financial analysis conducted
with the 2009 Hollister Report. 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.

---

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

Table 17: Financial Analysis Assumptions  Hollister Property

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


| | Note to table:                                                       
| | ---------------------------------------------------------------------
| | (1)          
      Total includes 50,161 tons of production in 2008.

Regarding the mining capital cost
table below, the trial mining conducted by the Company up to December 31, 2008
indicates additional development required to maximize the extraction of the high
grade veins. Improving the safety and ventilation of the underground workings
necessitates additional development capital to be spent on life of mine raises
and sill pillars.

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

Table 18: Capital Cost Estimates  Hollister Property

Capital Costs
      (US$ Millions)
    2009 Hollister ReportUnderground
      exploration & development
    53Plant
    10Infrastructure
    17Surface equipment
    3Sub total
    83LOM capital
    27Total project
      capital
    110Capital spent
      up to December 31, 2008
    53Remaining capital to be spent over LOM
    57


Regarding the cash cost table
below, cash costs include direct and indirect development costs, engineering,
environmental, safety, plant and site services, geology, general and
administration,

---

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

workmans compensation, insurance, property tax, royalties, ore
haulage, milling costs and contingencies in each section. The cash costs also
include haulage cost to the Esmeralda Mill.

Table 19: Cash Cost Estimates  Hollister Property

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


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

Table 20: Total Cost Estimates  Hollister Property

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


An after tax cash flow schedule
has been developed for the current production scenario and the capital and
operating costs disclosed herein. The cash flow includes royalties and taxes
payable. The results, at a cut-off of 0.30 oz/ton, show an estimated NPV of
US$129.6 million at a 5% discount rate and an internal rate of return of 41.2% .

Table 21: Financial Analysis  Hollister Property

Financial
      Analysis (After Tax)
    2009 Hollister ReportIRR
    41.2%NPV (5% discount
      rate)
    US$129.6 millionNPV (10% discount
      rate)
    US$93.8 millionPayback
    5
      yearsMine life
    10 years, including one year start up


---

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

Sensitivity Analysis

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

Table 22: Sensitivity Analysis Using Different Au Cut-Off
Grades  Hollister Property

Cut-off Grade Au oz/t
    Tons
    Au oz
    Ag oz
    Au Eq oz
    Post Tax IRR
    Post Tax NPV (10%) US$
      million0.25
    1,398,219
    1,185,583
    5,942,876
    1,256,898
    47.2
    106.40.30
    1,284,503
    1,113,656
    5,882,495
    1,184,246
    41.2
    93.80.35
    998,219
    915,583
    4,365,303
    967,967
    44.1
    73.6


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

Table 23: Sensitivity Analysis Using Different Gold Prices 
Hollister Property

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

Plans

Exploration drilling in 2009 will
focus on the east and west extensions and cross cuts to the north are planned to
provide systematic drill platforms which will enable testing the system at
depth. Notably, the base of the vein system on the Hollister Property has not
been detected yet.

The Company plans to continue its
test mining (ore removal and test-processing) activities at the HDB within the
allowable ore tonnage authorizations of its existing permits. Using the existing
infrastructure, the planned 2009 underground bulk sampling program will develop
approximately 260,000 tons of rock (both waste and ore), similar to the volume
of rock developed and removed from the underground workings in 2008. Management
anticipates that the planned 2009 activities could result in the recovery of
approximately 110,000 tons of ore. These activities are subject to ascertainment
with Nevada mining authorities that none of the activities fall outside the
recently acquired Water Pollution Control Permit and other applicable permits.
This ore will be processed off-site in accordance with the Water Pollution
Control Permit to determine its metallurgical characteristics. The Company also
intends to refurbish the Esmeralda Mill in anticipation that operating costs
will be less than the cost of the toll milling arrangements that have been
offered to the Company.

The Company will also be working
on preparation of the required Environmental Impact Statement and will continue
to refine its resource estimates. The current resource estimates will be
reviewed in the next few months incorporating additional borehole and
underground sampling, as well as using a variety of estimation techniques.

---

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

The base of the mineral system
remains unconstrained and is an important exploration target. The Company
believes there is still considerable exploration potential on the Hollister
Property and 16 drill targets peripheral to the HDB have been prioritized for
exploration drilling. Recommended exploration expenditure in 2009 includes:
surface drilling (13,000 ft) estimated at US$1.5 million; airborne geophysical
survey estimated at US$0.5 million; and underground drilling (92,000 ft)
estimated at US$6.4 million.

Table 24 provides detail of the
estimated capital and operating costs over the life of the mine on the Hollister
Property. The margin is influenced by the estimated operating and capital costs
as well as the gold price obtained.

Table 24: Proposed Budget  Hollister Property (US$ million)

Proposed Budget
    Expenditures as at December
      31, 2008
    2009
    2010
    Remaining
    TotalTotal Capital
      Costs
    (55)
    (24)
    (13)
    (18)
    (110)Operating and production costs
    (64)
    (62)
    (49)
    (321)
    (496)Taxes
    -
    -
    -
    (77)
    (77)Revenue
    54
    97
    86
    625
    862Total cash flow
    (65)
    11
    24
    209
    179


Esmeralda Property

The Company purchased the
Esmeralda Property on December 16, 2008 from Metallic Ventures for an aggregate
consideration of $2,403,600 (US$2,000,000). The Esmeralda Property consists of
patented and unpatented mining claims, fee lands, water rights and a mill (the
Esmeralda Mill). A reclamation asset equal to the $1,318,763 (US$1,082,728)
reclamation liability incurred under the asset purchase was recorded against the
Esmeralda Property. The Esmeralda Property is approximately 290 miles from the
Hollister Property with 80% of that distance over paved roads.

The Esmeralda Mill was
operational for a short period during 2003 and 2004, after which it was placed
on care and maintenance. The Esmeralda Mill processes ore through a carbon in
pulp milling process with tailing deposition into an adjacent impoundment. Other
features of the Esmeralda Property include crushing facilities, stockpile areas,
waste rock facilities, roads and other miscellaneous areas. Required permits
that allow for the operation of the mining, milling and associated crushing
activities are currently being transferred to the Company. An initial assessment
of previous mining activities on the Esmeralda Property, including the quantum
and quality of available drilling, geological and mining related data, is
currently underway.

The Esmeralda Mill can currently
process up to 350 tons per day. The re-commissioning and reconfiguring of the
Esmeralda Mill is expected to be completed by the end of June 2009, and the
anticipated costs of refurbishment and commissioning are estimated at $3,264,240
(US$2,680,000); plant modification of $5,719,839 (US$4,696,091) and ancillary
expenses of approximately $420,210 (US$345,000). Operating costs of the
Esmeralda Mill are estimated not to exceed $60 (US$50) per ton, however this
figure cannot be relied upon until test work is done.

During January and February 2009,
a turnkey refurbishment and re-commissioning proposal was solicited from
prospective contractors for the Esmeralda Mill. This resulted in Hanlon
Engineers being

---

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

awarded the contract to commence with Phase 1 of the
refurbishment and re-commissioning program of the Esmeralda Mill. Refurbishment
work started on March 1, 2009.

Ganes Creek Property

Great Basin Gold signed an
agreement with Clark/Wiltz Mining (CWM), effective November 14, 2007, whereby
it can earn an 80% interest in all hard rock mineral rights on the Ganes Creek
Property in Alaska (the Ganes Creek Property) by expending a total of US$3
million over a period of 3 years. Funds invested into the project will be
reliant on positive results. Failure to spend the agreed exploration amount will
result in a forfeiture of the earn in option. The Company can also increase its
interest at a production decision by purchasing the remaining 20% in the Ganes
Creek Property at fair market value should CWM not wish to participate in any
development costs. CWM would retain a 2% Net Smelter Royalty of which 1% could
be purchased by Great Basin Gold for US$2 million.

Numerous quartz-gold nuggets have
been found in local tailing piles adjacent to the runway. The target for this
survey line is potential covered quartz veins hosted in fold hinges and thrust
faults structures that parallel Ganes Creek.

Additionally, all existing drill
core on the property, consisting of ~1,580 m core, drilled by Battle Mountain
Exploration and Full Metal Minerals was photographed, re-logged, and selectively
sampled. These drillhole data will be used, in conjunction with surface
geological maps, existing down-hole and surface assay data and 2dimentional and
3dimentional Included Polarization geophysical survey inversion information, to
model the geology at depth at Independence/2040/Pzs Ridge, Breccia Hill, Katz,
Potosi Creek, and at the Beaumeister Bench areas. The Company does not consider
the Ganes Creek Property to be material at this time.

Tsetsera Property

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

Rusaf Gold Ltd.

During 2008, Great Basin has
through its Rusaf subsidiaries, conducted exploration in Tanzania and the Kurils
Islands in eastern Russia. In Tanzania the exploration program consisted of
three regional exploration programs in the following areas:

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

---

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

Exploration on the island of
Kurils in 2008 included a 33 diamond borehole aimed at establishing indicated
mineral resources in the main project area.

Final results received from the
drill program in Lake Victoria are currently being processed, and geological
modeling and mineral resource estimation on the Lubando and Imweru is expected
to be completed during the second quarter of 2009.

The Nkulwisi (Lupa) drill program
was completed in mid October and results from this program have been received.
Geological modeling and mineral resource estimation is being undertaken during
2009. Due to delays in government permitting very little exploration work has
been undertaken on the Kigugwe properties thus far. The process has now
progressed to a stage where a final recommendation to grant the permit has been
made to the relevant Ministries.

In Kurils, 33 diamond boreholes
totalling 20,073 ft (6,118 m) were completed on the Pereselencheskoye (Peres)
target. Partial analyses from 11 drill holes have been received. The most
significant results to date are in hole number PC08-01 with 130 ft (39.5 m) at
1.82 g/t Au and >0.4% Zn, PC08-03 with 223 ft (68 m) at 0.36 g/t Au and
>0.26% Zn, and PC08-05 with 39 ft (12 m) at 2.4 g/t Au, >0.49% Pb,
>0.51% Zn. Final assays are still pending, inclusive of additional analysis
due to overlimits (>10 ppm for silver, >10,000 ppm for Pb and >10,000
ppm for Zn) on many of the samples.

Preliminary conclusions based on
results to date show a large low grade Au-Pb-Zn deposit. A disseminated gold
halo appears to exist around dacitic to rhyolitic intrusive dike and stock(s).
Lead and zinc mineralization occurs in veins and stockwork veinlets
predominately within the intrusives. Skarn (hornfels and diopside)
mineralization is present within altered volcanics adjacent to intrusives.
Deposit-type is characteristic of high sulfidation epithermal to porphyritic in
nature.

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.

You should carefully consider the
risk factors set out below along with the other matters set out 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.

General Mining Risks

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

The mineralized material at our
properties 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 any of our properties mineralization is
yet considered to be a reserve under United States mining standards, among other
considerations, as 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.

---

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

The exploration for and development of mineral deposits
involves significant risks

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

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

The figures for mineral reserves
and resources included herein are estimates and no assurance can be given that
the anticipated tonnages and grades will be achieved or that the indicated level
of recovery will be realized. Market fluctuations and the prices of metals may
render resources uneconomic. Moreover, short-term operating factors relating to
the mineral deposits, such as the need for orderly development of the deposits
or the processing of new or different grades of ore, may cause a mining
operation to be unprofitable in any particular accounting period. In addition,
we may not be able to secure drilling contractors, rigs and personnel during our
desired time periods and at our expected costs.

The estimates of mineral
resources is a subjective process, the accuracy of which is a function of the
quantity and quality of available data and the assumptions made and judgment
used in the engineering and geological interpretation, which may prove
un-reliable, and may be subject to revision based on various factors.

The Company intends to review and
optimize the estimation methodology used to estimate grade and tonnage at the
Hollister Property in order to assist in the application of the resource model
to mine planning. The Companys ongoing drilling at the Hollister Property will
impact the results of this review. The Company is unable to predict whether this
review and optimization process will result in a significant change to the size
or grade of the estimates contained in the 2009 Hollister Report.

No history of mining operations or profitability

The Companys properties are in
the exploration and development stages. The future development of any properties
found to be economically feasible will require board approval, the construction
and operation of mines, processing plants and related infrastructure. As a
result, Great Basin Gold is subject to all of the risks associated with
establishing new mining operations and business enterprises including: the
timing and cost, which can be considerable, of the construction of mining and
processing facilities; the availability and costs of skilled labour and mining
equipment; the availability and costs of appropriate smelting and/or refining
arrangements; the need to obtain necessary environmental and other governmental
approvals and permits, and the timing of those approvals and permits; and, the
availability of funds to finance construction and development activities. It is
common in new mining operations to experience unexpected problems and delays
during construction, development, and mine start-up. Such operations are subject
to all the hazards and risks normally encountered in the exploration for, and
development and production of gold and other precious or base metals, including
unusual and

---

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

unexpected geologic formations, seismic activity, rock bursts,
fires, cave-ins, flooding and other conditions involved in the drilling and
removal of material as well as industrial accidents, labour force disruptions,
fall of ground accidents in underground operations, and force majeure factors,
any of which could result in damage to, or destruction of, mines and other
producing facilities, injury to person and damage to property, environmental
damage, delays, increased production costs, monetary losses and possible legal
liability. Milling operations are subject to hazards such as equipment failure
or failure of retaining dams around tailings disposal areas, which may result in
environmental pollution and consequent liability. In addition, delays in the
commencement of mineral production often occur. Accordingly, there are no
assurances that the Companys activities will result in profitable mining
operations or that the Company will successfully establish mining operations or
profitably produce metals at any of its properties.

Uncertainty of acquiring additional commercially mineable
mineral rights

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

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

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

Government regulation

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

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

---

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

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

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

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

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

- sales or leasing of gold by governments and central banks;
- strengthening of the US dollar;
- global or regional recession or reduced economic activity;
- speculative trading;
- decreased demand for industrial uses, use in jewellery or investment;
- high supply of gold from production, disinvestment and scrap;
- interest rates;
- sales by gold producers in forward transactions and other hedging;
- the production and cost levels for gold in major gold-producing nations;
  and
- the cost level (in local currencies) for gold in major consuming nations.

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

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

If gold prices were to decline
significantly for an extended period of time, we might be unable to continue
with the exploration and development of our properties or fulfill our
obligations under our

---

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

agreements or under our permits or licenses. As a result, we
could lose our interest in or be forced to sell some of our properties.

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

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

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

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

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

Risks More Specifically Relating to the Hollister Property

Risks associated with the 2009 Hollister Report

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

The following are the principal
risk factors and uncertainties which, in managements opinion, are likely to
most directly affect the ultimate feasibility of the Hollister Property. The
mineralized material at the Hollister Property is currently classified as a
measured and indicated resource and a portion qualifies as proven and probable
reserves under NI 43-101. Although final feasibility work has been done to
confirm the mine design, mining methods and processing methods, construction and
operation of the mine and processing facilities depend on securing environmental
and other permits on a timely basis. Although costs, including design,
procurement, construction and on-going operating costs and metal recoveries have
been established at a level of detail required for a feasibility study, final
costs could be materially different from those contained in the 2009 Hollister
Report. There can be no assurance that infrastructure facilities can be
developed on a timely and cost-effective basis. Energy risks include the

---

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

potential for significant increases in the cost of fuel and
electricity. Operating costs of the Esmeralda Mill are estimated not to exceed
US$50 per ton, based on the advice of its previous owners, which the Company
believes to be a reasonable number. However, this figure can not be relied upon
until test work is done.

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

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

Risks associated with the re-commissioning of the Esmeralda
Mill

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

Risks associated with the Environmental Impact Statement

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

Permit restriction on production

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

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

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

---

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

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

Changes in mining legislation could adversely affect our
operations

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

Risks More Specifically Relating to South Africa and the
Burnstone Property

General

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

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

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

Risks associated with the 2009 Burnstone Report

The 2009 Burnstone Report
prepared on the Burnstone Property was prepared to support technical disclosure
in a new release issued by the Company on February 10, 2009 and for a short form
prospectus dated March 4, 2009.

The following are the principal
risk factors and uncertainties which, in managements opinion, are likely to
most directly affect the ultimate feasibility of the 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
mining disclosure standards in NI 43-101 as a proven and probable reserve, but
readers are cautioned that no part of the Burnstone Propertys mineralization is
yet considered to be a reserve under SEC standards, as all necessary mining
permits would be required to be in hand or issuance imminent in order to
classify any part of the projects mineralized material as an economically
exploitable reserve under such standards.

Although final feasibility work
has been done to confirm the mine design, mining methods and processing methods
discussed in the 2009 Burnstone Report, construction and operation of the mine
and processing facilities depend on securing environmental and other permits on
a timely basis. Although

---

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

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

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

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

Changes in mining legislation could adversely affect our
operations

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

Retention of prospecting and mining rights cannot be
guaranteed

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

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

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

---

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

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

The Mining Charters stated objectives
include the:

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

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

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

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

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

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

---

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

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 Bill is not
presently known

In November 2008, the South
African government published the Mineral and Petroleum Resources Royalty Bill,
which provides that a royalty will be payable to the South African government
for gold production at a percentage of revenues from the sale of refined gold.
Management has estimated the royalty payable on the Burnstone Property to be 4%.
It is uncertain when the Royalty Bill will come into force, in that the South
African government has recently stated that the implementation of the royalties
regime is to be deferred until 2010.

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

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

Risks Relating to Financial Matters

The Company may be unable to repay its Notes

The Company undertook a note
financing in December 2008 pursuant to which it may be requested by the holders
to repay 120% of the principal amount of the notes on November 12, 2010. The

---

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

notes are secured against the Companys Nevada assets,
including the Hollister Property. Should the Company be unable to repay the
notes when due, the Company could face legal action by the note holders, or the
note holders could realize on the secured Nevada assets, resulting in a seizure
of the some of the assets on the Hollister Property.

The Company may be unable to obtain necessary project
financing on the Burnstone Property

The Company is presently
negotiating to secure additional loan facilities in order to finance the
Burnstone Property. The draw down of the additional facilities will be subject
to a number of conditions precedent. If the Company is unable secure such
financing or meet the conditions precedent in order to draw on the facilities,
the Company will not have enough capital to move the Burnstone Property into
production. Alternative financing may be unavailable to the Company or may be
available on less favourable terms.

Risks Related to Common Shares

Further equity financing may substantially dilute the
interests of our shareholders

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

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

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

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

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

We have a history of losses

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

---

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

revenue in 2008 by way of processing ore that was recovered
during development. The total gross revenue for 2008 was US$27 million.

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

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

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

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

We follow corporate governance requirements of Canadian
corporate and securities laws

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

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

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

Risks relating to Global Economy

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

---

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

actions, concerns about the general condition of the capital
markets, financial instruments and financial institutions persist, and stock
markets have declined substantially.

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

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

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

Risks Relating to our Business and Operations

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

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

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

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

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

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

---

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

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

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

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

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.

---

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

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

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

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

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

We compete with other companies with greater financial
resources

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

We are subject to litigation risks

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

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

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

---

| |  63  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

cancellation could have a material adverse impact on our future
cash flow, results of operations and financial condition.

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

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

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

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

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

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

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

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

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

The Company documented and tested
during its most recent fiscal year, its internal control procedures in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act (SOX). SOX
requires an annual assessment by management and an independent assessment by the
Companys independent auditors of the effectiveness of the Companys internal
control over financial reporting. The Company may fail to achieve and maintain
the adequacy of its internal control over financial reporting as such standards
are modified, supplemented, or amended from time to time, and the Company may
not be able to ensure that it can conclude on an ongoing basis that it has
effective internal controls over financial

---

| |  64  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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.

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

|ITEM 6. | DIVIDENDS
|------- | ---------

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

|ITEM 7. | DESCRIPTION OF CAPITAL
      STRUCTURE
|------- | --------------------------------------

Great Basins share capital
consists of common shares without par value, of which an unlimited number of
shares are authorized and 215,166,542 common shares without par value were
issued and outstanding as fully paid and non-assessable as of December 31, 2008
as well as 49,180,312 share purchase warrants outstanding and 17,242,396 share
options outstanding at that date.

Employees were allowed to cancel
certain unexercised employee stock options and receive new options equal to 50%
of the cancelled options at a price of $1.25 vesting over a 24 month period.
These new options were from existing room in the Companys option plan. The
allocation of these options was concluded on January 12, 2009. Subsequent to
cancelling and replacing the mentioned options the Company had 16,469,632
options outstanding at an average exercise price of $1.66 and 2,057,669 options
that are exercisable at an average price of $2.24.

---

| |  65  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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

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

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

The Company completed a public
offering on March 13, 2009 whereby it issued 100,000,000 units (the Units) at
a price of $1.30 per Unit (the Offering Price). Each Unit consists of one
common share (each, a Common Share) in the capital of the Company and one-half
of one common share purchase warrant (each whole common share purchase warrant,
a Warrant) of Great Basin. Each Warrant will entitle the holder thereof to
purchase one Common Share (a Warrant Share) at a price of $1.60 at any time
before 5:00 p.m. (Vancouver time) on October 15, 2010.

The Company also granted to the
Underwriters an option (the Over-Allotment Option) to acquire additional
Common Shares (the Additional Common Shares) at a price of $1.25 per
Additional Common Share, in an aggregate amount of up to 15% of the aggregate
number of Common Shares sold pursuant to the offering and/or additional Warrants
(the Additional Warrants) at a price of $0.10 per Additional Warrant, in an
aggregate amount of up to 15% of the aggregate number of Warrants sold pursuant
to the offering. The full Over-Allotment Option was exercised on March 26, 2009,
and increased the gross proceeds of the offering to $149,500,000.

As of March 27, 2009, following
the completion of the equity line agreement, public equity offering and changes
to employee stock options, the capital structure consisted of the following:

NumberExpiry
      date
    
    
    Exercise Price
    
    
    GrantedCommon shares
    
    N/A
    
    
    N/A
    
    
    348,033,345Warrants
    
    April 20, 2009
    
    $
    3.50
    
    
    28,750,000September 30, 2010
    
    
    ZAR20.78
    
    
    1,684,312December 12, 2011
    
    $
    1.25
    
    
    26,994,240October 15, 2010
    
    $
    1.60
    
    
    65,000,000122,428,552Share options
    
    N/A
    
    $
    1.66
    
    
    16,469,632


---

| |  66  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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

|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 Alternext for the periods listed. TSX and NYSE
Alternext are our primary markets although we listed our common shares on the
JSE in 2006.

TSX:GBG
    JSE: GBG
    NAE: GBGHigh
    Low
    Volume
    High
    Low
    Volume
    High
    Low
    VolumeCanadian Dollars
    
    South African Rand
    
    United States DollarsLast fourteen monthsFebruary 2009
    $2.38
    $1.53
    968
      024
    R18.90
    R11.82
    20 736
    $1.90
    $1.23
    1324
      076January 2009
    $1.72
    $1.23
    450
      137
    R14.00
    R10.00
    41 001
    $1.40
    $0.97
    936
      990Last fourteen months
      (continued)December 2008
    $1.79
    $0.95
    953
      939
    R12.83
    R 8.10
    8 781
    $1.50
    $0.73
    809
      348November 2008
    $1.62
    $0.99
    611
      273
    R13.05
    R 8.50
    27 507
    $1.40
    $0.76
    664
      577October 2008
    $2.18
    $0.91
    946
      832
    R17.00
    R 8.65
    24 211
    $2.07
    $0.76
    979
      980September 2008
    $2.83
    $1.48
    713
      415
    R20.00
    R12.00
    14 932
    $2.64
    $1.37
    1025
      827August 2008
    $3.65
    $2.46
    518
      947
    R25.99
    R18.50
    11 352
    $3.58
    $2.32
    519
      086July
      2008
    $3.73
    $3.31
    527
      127
    R28.49
    R24.00
    66 489
    $3.72
    $3.25
    413
      380June
      2008
    $3.59
    $3.10
    410
      240
    R27.50
    R24.50
    46 788
    $3.50
    $3.06
    366
      598May
      2008
    $3.67
    $2.92
    530
      768
    R28.00
    R22.50
    13 574
    $3.73
    $2.86
    394
      798April 2008
    $3.75
    $2.90
    602
      377
    R28.50
    R22.25
    51 148
    $3.70
    $2.84
    536
      750March 2008
    $3.83
    $3.15
    1 016
      095
    R30.50
    R24.50
    86 458
    $3.85
    $3.02
    936
      110February 2008
    $3.52
    $2.78
    567
      565
    R16.50
    R14.75
    18 493
    $3.54
    $2.80
    559
      670January 2008
    $3.45
    $2.69
    829
      672
    R15.75
    R13.27
    85 260
    $3.37
    $2.70
    599
      627By fiscal quarterQuarter ended December 31, 2008
    $2.18
    $0.91
    841 211
    R17.00
    R 8.10
    164 614
    $2.07
    $0.73
    822 047Quarter ended September 30, 2008
    $3.73
    $1.48
    585 498
    R28.49
    R12.00
    116 799
    $3.72
    $1.37
    650 915Quarter ended June 30, 2008
    $3.75
    $2.90
    515 420
    R28.50
    R22.25
    99 300
    $3.73
    $2.84
    434 353Quarter ended March 31, 2008
    $3.83
    $2.69
    805 182
    R30.50
    R13.27
    63 916
    $3.85
    $2.70
    695 191Quarter ended December 31, 2007
    $3.45
    $2.53
    595 951
    R24.00
    R18.00
    153 665
    $3.62
    $2.25
    572 191Quarter ended September 30, 2007
    $3.24
    $2.01
    609 610
    R21.75
    R14.08
    94 919
    $3.13
    $1.89
    489 589Quarter ended June 30, 2007
    $2.88
    $2.28
    813 226
    R19.00
    R14.00
    103 179
    $2.70
    $1.96
    378 440Quarter ended March 31, 2007
    $2.64
    $1.88
    142 760
    R16.00
    R10.90
    64 011
    $2.27
    $1.60
    299 895Quarter ended December 31, 2006
    $2.28
    $1.46
    119985
    R15.40
    R11.82
    45 774
    $2.03
    $1.30
    258 389


---

| |  67  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

TSX:GBG
    JSE: GBG
    NAE: GBGHigh
    Low
    Volume
    High
    Low
    Volume
    High
    Low
    VolumeCanadian Dollars
    
    South African Rand
    
    United States DollarsQuarter ended September 30, 2006
    $2.07
    $1.45
    102 487
    n/a
    n/a
    n/a
    $1.84
    $1.27
    188 173Quarter ended June 30, 2006
    $2.70
    $1.69
    213 720
    n/a
    n/a
    n/a
    $2.44
    $1.51
    347 630Quarter ended March 31, 2006
    $2.60
    $1.77
    156 451
    n/a
    n/a
    n/a
    $2.21
    $1.54
    303 074Quarter ended December 31, 2005
    $1.80
    $1.01
    119 740
    n/a
    n/a
    n/a
    $1.56
    $0.86
    223 084Quarter ended September 30, 2005
    $1.28
    $0.99
    51 111
    n/a
    n/a
    n/a
    $1.03
    $0.83
    131 364Quarter ended June 30, 2005
    $1.38
    $1.01
    35 426
    n/a
    n/a
    n/a
    $1.13
    $0.79
    122 127Quarter ended March 31, 2005
    $1.55
    $1.33
    72 520
    n/a
    n/a
    n/a
    $1.30
    $1.11
    174 252By fiscal yearYear ended December 31, 2008
    $3.83
    $0.91
    685 678
    R30.50
    R8.10
    111 298
    $3.85
    $0.73
    649 592Year ended December 31, 2007
    $3.45
    $1.88
    538 534
    R24.00
    R10.90
    103 950
    $3.62
    $1.60
    436 652Year ended December 31, 2006
    $2.70
    $1.45
    148 488
    R15.40
    R11.82
    45 774
    $2.44
    $1.27
    274 202Year ended December 31, 2005
    $1.80
    $0.99
    69 151
    n/a
    n/a
    n/a
    $1.56
    $0.79
    162 330Year ended December 31, 2004
    $3.70
    $1.41
    85 947
    n/a
    n/a
    n/a
    $2.90
    $1.09
    262 252Year ended December 31, 2003
    $3.90
    $1.13
    160 834
    n/a
    n/a
    n/a
    $3.00
    $0.83
    254 493Year ended December 31, 2002
    $2.30
    $0.82
    45 144
    n/a
    n/a
    n/a
    $1.52
    $0.52
    81 664


Bloomberg

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

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.

---

| |  68  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

A. Directors

Name, position in the Company and province or state,
      and country of residence
    Period(s) a director of the CompanyPatrick R. Cooke Director Johannesburg, South
      Africa
    Since May 2006David J. Copeland Director Vancouver, British
      Columbia, Canada
    February 1994 to June 23, 2008 (Retired)T. Barry Coughlan Director Vancouver, British
      Columbia, Canada
    Since February 1998Ferdinand Dippenaar President, Chief Executive Officer
      and Director Bryanston, Gauteng, South Africa
    Since December 2005David M.S. Elliott Director Vancouver, British
      Columbia, Canada
    Since July 2004H. Wayne Kirk Director Orcas, Washington, USA
    Since July 2004Sipho A. Nkosi Director Sandton, Gauteng, South
      Africa
    Since August 2003Walter T. Segsworth Director North Vancouver,
      British Columbia, Canada
    Since January 2003Ronald W. Thiessen Chairman of the Board and Director
      West Vancouver, British Columbia, Canada
    Since October 1993


At the annual general meeting
held on June 23, 2008, directors listed above ( except Mr Copeland who retired)
were re-elected to a one-year term of office expiring at the next annual general
meeting of Great Basin, which is expected to be held on June 22, 2009. Based on
insider reports filed on www.sedi.ca, as at March 16, 2009, the above
directors and officers beneficially owned, directly or indirectly, or exercised
control or direction over 1,270,173 common shares of the Company (0.38%), or
3,339,973 common shares on a fully diluted basis (0.72%) .

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

---

| |  69  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

Committee
    MembershipAudit Committee
    David M.S. Elliott (Chair) Wayne Kirk
      Patrick R. CookeCompensation Committee
    T. Barry Coughlan (Chair) David M.S.
      Elliott Patrick R. Cooke Sipho A. NkosiNominating and Corporate Governance Committee
    Wayne Kirk (Chair) T. Barry Coughlan
      Patrick R. Cooke Sipho A. NkosiEnvironmental,
      Health and Safety Committee
    Walter
      SegsworthInvestment Committee
    Ferdinand Dippenaar, (Chair) David M.S.
      Elliott Walter Segsworth Ronald W. ThiessenExecutive Committee
    Ronald W. Thiessen, (Chair) Patrick R.
      Cooke Ferdinand Dippenaar


The mandate of each of these
committees is more particularly described in Great Basins management
information circular filed on www.sedar.com on May 15, 2008 and on the
Companys website at www.greatbasingold.com.

The following biographies have been provided by the individual
directors.

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

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

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

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

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

---

| |  70  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------

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


|Note:                                     
|------------------------------------------
|(1)          
      London Stock Exchange.

DAVID COPELAND, P.Eng.  Director

David Copeland is a geological
engineer who graduated in economic geology from the University of British
Columbia. With over 30 years of experience, Mr. Copeland has undertaken
assignments in a variety of capacities in mine exploration, discovery and
development throughout the South Pacific, Africa, South America and North
America. His principal occupation is President and Director of CEC Engineering
Ltd., a consulting engineering firm that directs and co-ordinates advanced
technical programs for exploration on behalf of the Company and other companies
for which Hunter Dickinson Services Inc., a private company with certain
directors in common with the Company, provides consulting services. He is also a
director of Hunter Dickinson Services Inc. Mr, Copeland retired from the Great
Basin Gold board of directors on June 23, 2008.

Mr. Copeland 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
    ToAmarc Resources
      Ltd.
    Director
    September 1995
    PresentAnooraq Resources
      Corporation
    Director
    September 1996
    September 2004Continental
      Minerals Corporation
    Director
    November 1995
    PresentFarallon Resources
      Ltd.
    Director
    December 1995
    PresentGreat Basin Gold
      Ltd.
    Director
    February 1994
    June
      2008Northern Dynasty
      Minerals Ltd.
    Director
    June
      1996
    PresentTaseko Mines
      Limited
    Director
    January 1994
    Present


BARRY COUGHLAN, B.A.  Director

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

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

Company
    Positions Held
    From
    ToContinental
      Minerals Corporation
    Director
    May
      2006
    PresentFarallon Resources
      Ltd.
    Director
    March
      1998
    PresentGreat Basin Gold
      Ltd.
    Director
    February 1998
    PresentIcon Industries
      Ltd.
      President, CEO and Director
    September 1991
    Present


---

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

Company
      Positions Held
      From
      ToQuartz Mountain
        Resources Ltd.
      Director
      January 2005
      PresentTaseko Mines Limited
      Director
      February 2001
      PresentTri-Gold Resources Corp. (formerly 
        Tri-Alpha Investments Ltd.)
      President and Director
      June 1986
      PresentAMS Homecare Inc.
      Director
      November 2001
      November 2004


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

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

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

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

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

Company
    Positions Held
    From
    ToVillage Main Reef Gold Mining Company (1934)
      Ltd(1)
    Director
    July 2008
    PresentKryso Resources
      Inc(2)
    Director
    April
      2007
    PresentGreat Basin Gold Ltd.
    Director, President and Chief Executive
      Officer
    December 2005
    PresentHarmony Gold Mining Co. Ltd. (2)
    Executive Director
    1997
    November 2005


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

DAVID ELLIOTT, B.Comm, ICD.D, F

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

---

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

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
    ToAnooraq Resources
      Corporation
    Director
    April
      2005
    PresentGreat Basin Gold
      Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    July
      2004
    PresentTaseko Mines
      Limited
    Director
    July
      2004
    PresentStorageFlow Systems Corp.
    Director
    May
      2002
    June
      2003President
    May 2002
    June 2004


WAYNE KIRK, LLB  Director

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

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

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

Company
    Positions Held
    From
    ToGabriel Resources
      Ltd
    Director
    June
      2008
    PresentAnooraq Resources
      Corporation
    Director
    July
      2005
    PresentGreat Basin Gold
      Ltd.
    Director
    July
      2004
    PresentNorthern Dynasty
      Minerals Ltd.
    Director
    July
      2004
    PresentTaseko Mines Limited
    Director
    July 2004
    Present


---

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

SIPHO NKOSI, B.Comm (Hons) (Econ), MBA, Diploma in Market
Management  Director

Sipho Nkosi began his career as a
market analyst with Ford Motor Company South Africa in 1980. In 1986 he moved to
Anglo American Coal Corporation where he worked as a marketing coordinator. In
1992 he joined Southern Life Association as senior manager, strategic planning.
In 1993 he accepted the position of marketing manager, new business development
at Trans-Natal Coal Corporation, which later became Ingwe Coal Corporation. In
1997 he joined Asea Brown Boveri (South Africa) Limited as vice president
marketing. He joined ABB Power Generation in 1998 as managing director. He was
the founder and chief executive officer of Eyesizwe Holdings since 2001. Mr.
Nkosi was appointed as chief executive officer (designate) of Exxaro Resources
Limited during November 2006. Other current directorships: African Life Company
(Pty) Ltd; Everest Systems Solutions (Pty) Ltd; Eyesizwe Coal (Pty) Ltd;
Eyesizwe Holdings (Pty) Ltd; Eyesizwe Mining (Pty) Ltd; Gold Fields Coal Ltd;
Richards Bay Coal Terminal Company Ltd; Amawazi Technologies; Southgold
Exploration (Pty) Ltd;

Mr. Nkosi 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
    ToExxaro Resources Ltd (formerly Khumba Resources
      Ltd(1)
    Chief Executive Officer
    November 2006
    PresentAnooraq Resources
      Corporation
    Director
    September 2004
    PresentGreat Basin Gold Ltd.
    Director
    August 2003
    Present


WALTER SEGSWORTH, P.Eng.  Director

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

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

Company
    Positions Held
    From
    ToNorthern Dynasty Minerals Ltd.
    Director
    September 2004
    PresentAnooraq Resources Corporation
    Director
    March 2004
    September 2004Great Basin Gold Ltd.
    Director
    January 2003
    Present


---

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

Company
    Positions Held
    From
    ToCumberland
      Resources
    Director
    May
      2002
    April
      2007Yukon Zinc Corp.
    Director
    February 2001
    PresentNovagold Resources
      Inc.
    Director
    May
      2002
    November 2002UEX Corporation
    Director
    March
      2002
    PresentPlutonic Power Corp
    Director
    October 2003
    Present


RONALD THIESSEN, CA  Chairman of the Board and Director

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

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

Company
    Positions Held
    From
    ToAmarc Resources Ltd.
    Director
    September 1995
    PresentPresident and Chief Executive Officer
    September 2000
    PresentAnooraq Resources Corporation
    Director
    April
      1996
    PresentPresident and Chief Executive Officer
    September 2000
    August 2007Continental Minerals Corporation
    Director
    November 1995
    PresentPresident and Chief Executive Officer
    September 2000
    January 2006Co-Chairman
    January 2006
    PresentFarallon Resources Ltd.
    Director
    August
      1994
    PresentPresident and Chief Executive Officer
    September 2000
    September 2004Co-Chairman
    September 2004
    April 2006


---

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

Company
      Positions Held
      From
      ToChairman
      April
        2006
      PresentGreat Basin
        Gold Ltd.
      Director
      October 1993
      PresentPresident and Chief 
        Executive Officer
      September 2000
      December 2005Co-Chairman
      December 2005
      November 2006Chairman
      November 2006
      PresentNorthern Dynasty Minerals Ltd.
      Director
      November 1995
      PresentPresident and Chief 
        Executive Officer
      November 2001
      PresentRockwell Ventures Inc.
      Director
      November 2000
      PresentPresident and Chief 
        Executive Officer
      November 2000
      August 2006Chairman
      September 2006
      PresentTaseko Mines Limited
      Director
      October 1993
      PresentPresident and Chief 
        Executive Officer
      September 2000
      July 2005Co-Chairman
      July
        2005
      May
        2006Chairman
      May
        2006
      PresentTri-Gold Resources Corp.
      Director
      July
        1992
      December 2006


B. Officers

Ferdinand Dippenaar
    Chief Executive Officer
    December 2005
    PresentLou van Vuuren
    Chief
      Financial Officer
    March
      2008
    PresentJohan Oelofse
    Chief Operating Officer
    March 2006
    PresentWillie Beckmann
    Vice President, Business Services
    March 2006
    Present


---

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

Dawie Mostert
    Vice President, Human Capital
    March 2006
    Present


FERDINAND DIPPENAAR, Chief Executive Officer

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

LOU VAN VUUREN, Chief Financial Officer

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

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 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

---

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

individual was a director or within a one year period
thereafter, or was a director or officer of a company during the time in which
an event occurred which led to a cease trade order, penalties, sanctions or
bankruptcy subsequent to the individual ceasing to act as a director or officer.

Potential Conflicts of Interest

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

---

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

|ITEM 15. | MATERIAL CONTRACTS
|-------- | ------------------

(a)    
 Tranter Margin Loan Agreements: Under these agreements Great Basin Gold
has guaranteed ZAR80 million ($8million) of the indebtedness of its BEE partner,
Tranter Burnstone and as well provided a ZAR 32 million deposit ($3.2 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 ($38 million) loan made by
South African banks to Tranter Burnstone;

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

(c)     
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; and

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

|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 20,
2009 in respect of the Corporations consolidated financial statements as at
December 31, 2008 and for the year ended December 31, 2008 and the Corporations
internal control over financial reporting as at December 31, 2008.
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)     
Johan Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc. Nat., and Phil
Bentley, Pr. Sci. Nat. are the qualified persons who co-authored Revised
Technical Report on the Mineral Resources and Reserves at Hollister Development
Block Gold Project, dated February 27, 2009 and filed on SEDAR on March 4,
2009;

(c)     
Johan Oelofse, Pr. Eng., FSAIMM, Deon van der Heever, Pr. Sc. Nat., and Phil
Bentley, Pr. Sci. Nat., prepared the Revised Technical Report Update of the
June 21, 2007 Technical Report (Optimized Feasibility Study), Inclusive of
Updated Mineral Resource and Reserve Estimates for the Burnstone Gold Project
dated February 27, 2009 and filed on SEDAR on March 4, 2009;

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

---

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

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).

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

|(i)   | this AIF, together with any document incorporated herein
      by reference;                                                                                                                                                          
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                       
|(ii)  | the Annual Report of the Company and any interim
      financial statements filed with Securities Commissions subsequent to the
      audited financial statements for the Companys most recently completed
      financial year; and
|      |                                                                                                                                                                                                                                       
|(iii) | the Proxy Circular for the annual general meeting of the
      Company to be held in June 2009, when available.                                                                                                                       

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

|ITEM 18. | DISCLOSURE FOR COMPANIES
      NOT SENDING INFORMATION CIRCULARS
|-------- | ----------------------------------------------------------------

Not applicable.

|ITEM 19. | CONTROLS AND PROCEDURES
|-------- | -----------------------

DISCLOSURE CONTROLS AND PROCEDURES

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

---

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

There were no changes in our
internal control over financial reporting during the fiscal year ended December
31, 2008 that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act).

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The management of Great Basin
Gold Ltd. is responsible for establishing and maintaining adequate internal
control over financial reporting. The United States Securities and Exchange Act
of 1934 in Rule 13a-15(f ) and 15d-15(f ) defines this as a process designed by,
or under the supervision of, the companys principal executive and principal
financial officers and effected by the companys board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

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

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

Management assessed the
effectiveness of the companys internal control over financial reporting as at
December 31, 2008. In making this assessment, the companys management used the
criteria, established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management has excluded GBG Rusaf
Gold Limited and its subsidiaries which were acquired in an asset acquisition
during 2008, from its assessment of internal control over financial reporting as
at December 31, 2008. GBG Rusaf Gold represents total assets of $1.6 million and
net loss of $8 million of Great Basin Gold Ltds consolidated financial
statements as at and for the year ended December 31, 2008.

During the 2008 fiscal year, no
changes occurred in the Companys internal controls over financial reporting
that materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act).

Based upon this assessment,
management concluded that the companys internal control over financial
reporting was effective as at December 31, 2008.

The effectiveness of the
companys internal control over financial reporting as at December 31, 2008 has
been audited by PricewaterhouseCoopers LLP, our independent auditors, as stated
in their report which appears herein.

---

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:

During the year ended December
31, 2008, there were no changes in our internal control over financial reporting
during the period covered by the report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

|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 board of
directors has determined that Mr. David Elliott is a member of the audit
committee of the Company who qualifies as an audit committee financial expert
based on his education and experience and each of the members is financially
literate. Each of the audit committee members is independent, as that term is
defined by Canadian Multilateral Instrument 52-110. Mr. Elliott is an accredited
Chartered Accountant in Canada, Mr. Cooke is a Chartered Accountant in South
Africa and Mr Kirk is a retired securities attorney. Great Basins audit
committee charter is available for download on the Companys website at
www.greatbasingold.com

|B. | CODE OF ETHICS
|-- | --------------

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

|C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-- | --------------------------------------

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

|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2008                         | 
|Audit Fees         | $ | 281,258                      | 
|Audit Related Fees |   | 12,632                       | 
|Tax Fees           |   | 4,002                        | 
|All Other Fees     |   | 1,440                        | 
|Total              | $ | 299,332                      | 

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.

---

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

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.

|ITEM 21. | OFF BALANCE SHEET
      ARRANGEMENTS
|-------- | ------------------------------------

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

On October 1, 2007, Tranter
Burnstone borrowed $29 million (ZAR200million) from Investec to settle a portion
of the purchase consideration of $38 million (ZAR260 million) for the 812
Southgold shares. The security for the loan comprised, amongst other items, a
loan guarantee which require N5C Resources Inc., N6C Resources Inc. or Rodeo
Creek Gold Inc., in the event of default by Tranter Burnstone on any of its
interest payments to Investec, at any time for the first four years, to lend not
more than $11.6 million (ZAR80 million) to Tranter Burnstone in order to settle
such repayment obligations.

The loan agreement with Investec
requires Tranter Burnstone to deposit cash into a margin call account if the
underlying value of the shares held by Tranter in Great Basin Gold is less than
the outstanding loan and accrued interest. The decrease in the share price of
the Company since September 2008 triggered the requirement for a cash deposit
into the margin account and the Company elected to assist Tranter and deposited
$4 million (ZAR31 million) with Investec on behalf of Tranter Burnstone into the
margin account in partial satisfaction of the margin requirement. Tranter
Burnstone defaulted on depositing the remaining cash requirement to the margin
account, and the Company has been advised that Investec served Tranter with a
notice of default in December 2008. The terms of refund of the Companys cash
deposited into the margin account is currently under discussion with Investec
and is

---

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

expected to involve further recovery in the price of the
Companys shares. The release of the funds deposited by the Company is
contingent upon the share price of the Company exceeding the stated trigger
price (ZAR15.98 per share for 10 days trading) and the approval for the full
re-instatement of the facilities by the Investec Credit Committee, and
accordingly, the amount recoverable from this deposit may change by a material
amount when this contingency is resolved.

|ITEM 22. | TABULAR DISCLOSURE OF
      CONTRACTUAL OBLIGATIONS
|-------- | ---------------------------------------------------

|                            |  |       |  |  | Less
      than one |  |  |                    |  |  |                         | 
|--------------------------- |  | ----- |  |  | ------------------- |  |  | ------------------ |  |  | ----------------------- | 
|                            |  | Total |  |  | year                |  |  | 2 to
      5 years |  |  | More
      than 5 years | 
|Exploration commitment      |  | 10    |  |  | 5                   |  |  | 5                  |  |  | Nil                     | 
|Project loan facility       |  | 48    |  |  | Nil                 |  |  | 33                 |  |  | 15                      | 
|Senior secured notes        |  | 75    |  |  | Nil                 |  |  | 75                 |  |  | Nil                     | 
|Finance lease liability     |  | 2.8   |  |  | 1                   |  |  | 1.8                |  |  | Nil                     | 
|Operating lease obligations |  | 0.9   |  |  | 0.2                 |  |  | 0.7                |  |  | Nil                     | 
|Purchase obligations        |  | Nil   |  |  | Nil                 |  |  | Nil                |  |  | Nil                     | 
|Other                       |  | Nil   |  |  | Nil                 |  |  | Nil                |  |  | Nil                     | 
|Total                       |  | 136.7 |  |  | 6.2                 |  |  | 115.5              |  |  | 15                      | 

Exploration commitments

The Company signed an agreement,
effective November 14, 2007, whereby the Company can earn 80% interest in all
the hard rock mineral rights on the Ganes Creek Property in Alaska by expending
a total of US$3 million in exploration expenditures over a period of 3 years.
The Ganes Creek Property is held by CWM, based in Talkeetna, Alaska, USA. The
earn-in right will be forfeited should the contracted expenditure not be
incurred.

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

In terms of the acquisition
agreement of Rusaf the Company agreed to spend a minimum of $7 million and up to
a maximum of $20 million to explore the newly acquired properties during the
first three years from closing of the transaction on April 1, 2008. The
increased expenditure is contingent upon gold discoveries above a threshold of
500,000 ounces in size on certain mineral prospects formerly held by Rusaf.

Project loan facility

The facility has a term of 7
years with quarterly repayments of ZAR18 million ($2 million) commencing
September 2010. Interest rates are linked to the Johannesburg inter banking
borrowing rate (JIBAR) with an average premium of 2.25% above JIBAR. As at
December 31, 2008 JIBAR was at 12.06% .

---

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

Senior secured notes

Each Note matures at 120% of
principal on the earlier of December 12, 2011 and certain stated events,
including a change of control. The Notes bear interest of 14% per annum with the
first 24 months of interest having been prepaid. The Notes are guaranteed on a
joint and several basis, by all of the Companys Nevada subsidiaries and secured
by their assets, being the Hollister Property and all other Nevada assets. The
Notes are also repayable at the election of the holder on 30 days notice after
November 12, 2010.

Finance lease liability

The principal debt amount will be
repaid in 36 equal installments. Interest is charged at 6.5% on outstanding
capital and is being calculated on the 15th of each month. The
finance lease is secured by the leased assets which had a carrying value of
$2,736,595 at December 31, 2008.

---