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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 40-F

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

OR

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

|For the fiscal year ended: December 31, 2011 | Commission File Number: 001-31729
|-------------------------------------------- | ---------------------------------

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

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

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

Corporation Service Company Suite 400, 2711 Centerville
Road Wilmington, Delaware 19808 (800) 927-9800(Name, address
(including zip code) and telephone number (including area code) of agent for
service in the United States)

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

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

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

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

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

|[ x ] Annual Information Form | [ x ] Audited Annual Financial Statements
|----------------------------- | -----------------------------------------

Indicate the number of outstanding shares of each of the
Registrants classes of capital or common stock as of the close of the period
covered by the annual report: 475,731,436 Common Shares as at December 31,
2011

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number assigned
to the Registrant in connection with such Rule.

Yes [   ]        No [ x ]

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

Yes [ x ]        No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files).

Yes [   ]        No [   ]

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INTRODUCTORY INFORMATION

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

The Company is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the Exchange Act) on Form 40-F pursuant to the multi-jurisdictional
disclosure system (the MJDS) adopted by the United States Securities
and Exchange Commission (the SEC) . The equity securities of the
Company are further exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of
the Exchange Act pursuant to Rule 3a12-3 of the Exchange Act.

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

PRINCIPAL DOCUMENTS

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

Document
    Exhibit No.The Companys Annual Information Form for
      the year ended December 31, 2011 (the AIF)
    99.5The Companys Audited Consolidated Financial Statements as
      at and for the two years ended December 31, 2011 and 2010
    99.6The Companys Management Discussion and
      Analysis for the year ended December 31, 2011 (the MD&A)
    99.7


FORWARD-LOOKING STATEMENTS

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

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

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- the value of our reserves and the outlook for profitable mining from our
  operations is dependent on continuing strong gold prices, achieving our
  planned production rates and life-of-mine costs per ounce to mine and produce
  gold. Gold prices are historically volatile and gold can be subject to long
  periods of depressed prices;
- our Burnstone operations have not achieved expected levels of production.
  In 2011, our first year of Burnstone operations, we encountered an unexpected
  geological structure that displaced the Kimberly Reef horizon and impacted on
  mine planning, and we may continue to encounter unexpected water influxes,
  infrastructure challenges such as power outages and equipment failures that
  would adversely impact on production rates;
- the estimation of mineral resources and reserves is a subjective process,
  the accuracy of which is a function of the quantity and quality of available
  data and the assumptions made and judgments used in the engineering and
  geological interpretation of that data and such assumptions and judgment,
  which may prove un-reliable or mistaken. Our estimates of resources and
  reserves may be subject to revision based on various factors, some of which
  are beyond our control;
- our Nevada operations are trial mining only and are subject to current and
  potential permit restrictions and/or permit delays which could hinder or
  ultimately prevent full production mining at the Hollister Gold Project.
  Failure or delay to successfully complete the ongoing environmental impact
  statement will delay or preclude the move into full production mining at the
  Hollister Gold Project;
- our operations in South Africa are subject to political risk and the mining
  laws of post-apartheid South Africa are still evolving with tenure rights
  which are subject to formalized historically disadvantaged South Africans
  (HDSAs) or Black Economic Empowerment (BEE) policies referred to as the
  Mining Charter. The new mining laws and the Mining Charter have not been
  extensively tested in the South African courts and/or are not yet fully
  settled, meaning that our ability to retain prospecting and mining rights may
  be adversely affected by unexpected changes or conditions to the law and the
  Mining Charter. In particular, a new Mining Charter was recently proposed.
  These circumstance are more particularly described under Risk Factors  Risks
  More Specifically Relating to South Africa and the Burnstone Mine;
- our BEE partner, Tranter Burnstone (Pty) Ltd. (Tranter), which is owned
  by HDSAs, has been notified that it is currently in default of the
  requirements of its loan agreement with Investec Bank Ltd. (Investec) under
  which it borrowed ZAR200 million ($27 million) (ZAR205 million ($27 million)
  currently outstanding) to partly fund the purchase of 19,938,650 Great Basin
  common shares in 2007. We are seeking, through ongoing discussions with
  Investec and Tranter Burnstone, to assist Tranter Burnstone to remedy their
  default position;
- mining risks which affect all companies in our industry to different
  degrees include impact and cost of compliance with environmental regulations
  and the actions of mining opposition groups, adverse changes in mining and
  reclamation laws and compliance with increasingly complex health and safety
  rules; and
- other general and specific risks detailed from time-to-time in the
  Companys quarterly filings, AIFs, annual reports and annual filings with
  Canadian securities regulators and those which are discussed under the heading
  Risk Factors in the Annual Information Form.

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

- that the price of gold will neither fall significantly nor for a lengthy
  period in the foreseeable future;
- that there will be no significant changes to the HDSA empowerment or mining
  laws, including the Mining Charter, or exchange controls in South Africa that
  materially adversely affect the Companys operations or title to its Burnstone
  Mine;

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- that the Company will in due course receive the necessary permits for full
  production at the Hollister Gold Project and the environmental impact
  statement will be completed and the amended Plan of Operations will be
  approved without imposition of material unforeseen mining restrictions or
  additional compliance burden;
- that no significant impediments develop in respect of the Companys ability
  to comply with environmental, safety and other regulatory requirements;
- that there will be no further material upheavals in world financial markets
  and that interest and exchange rates will remain relatively stable; and
- that key personnel will continue their employment with the Company.

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

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

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

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

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

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

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

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

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

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted to prepare this annual report in
accordance with Canadian disclosure requirements, which are different from those
of the United States. Canadian public companies are required to prepare
financial statements in accordance with International Financial Reporting
Standards (IFRS or GAAP), as issued by the International Accounting
Standards Board for financial years beginning on January 1, 2011. On January 1,
2011, the Company adopted IFRS as the basis for preparing its consolidated
financial statements. The Companys audited financial statements for the years
ended December 31, 2011 and 2010 have been prepared in accordance with IFRS,
which standards differ from United States generally accepted accounting
principles (US GAAP) and from practices prescribed by the SEC.
Therefore, the Companys financial statements incorporated by reference in this
annual report may not be comparable to financial statements prepared in
accordance with U.S. GAAP.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Managements Evaluation of 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. 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, were effective to give reasonable
assurance that the information required to be disclosed by us in reports that we
file or submit to the SEC under the Exchange Act is:

- recorded, processed, summarized and reported within the time periods
  specified in the SECs rules and forms, and
- accumulated and communicated to our management, including our CEO and CFO,
  as appropriate, to allow timely decisions regarding required disclosure.

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INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal Control over Financial Reporting

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

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

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

Managements Assessment

Management, including our Chief Executive Officer and Chief
Financial Officer, assessed the effectiveness of the Companys internal control
over financial reporting as at December 31, 2011. In making this assessment, the
Companys management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based upon this assessment, management
concluded that the Companys internal control over financial reporting was
effective as at December 31, 2011.

Auditors Attestation Report

The Company is required to provide an auditors attestation
report on its internal control over financial reporting for the fiscal year
ended December 31, 2011. The Companys independent registered auditor,
PricewaterhouseCoopers Inc., has audited the Companys financial statements
included in this Annual Report on Form 40-F, and has issued an attestation
report on the Companys internal control over financial reporting as at December
31, 2011. The auditors attestation report is included as part of Exhibit
99.6.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2011, 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.

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AUDIT COMMITTEE

Composition of the Audit Committee

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

Audit Committee Financial Expert

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

|                   |   | Year Ended December
      31 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2011                         | 
|Audit Fees         | $ | 687,014                      | 
|Audit Related Fees |   | 44,468                       | 
|Tax Fees           |   | 34,837                       | 
|All Other Fees     |   | 7,918                        | 
|Total              | $ | 774,237                      | 

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

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Audit Committee Pre-Approval Policies

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

OFF BALANCE SHEET ARRANGEMENTS

The Company had the following off-balance sheet arrangements as
at December 31, 2011.

(a) Financial guarantee

In 2007 Great Basin completed a series of transactions in order
to achieve compliance with South Africas post-apartheid legislation designed to
facilitate participation by HDSAs in the mining industry. This legislation is
reflected in the South African Mining Charter and required Great Basin to
achieve a target of 26% ownership by HDSA in the Companys South African
projects by 2014. In order to comply with these requirements, Tranter, an HDSA
company, acquired 19,938,650 Great Basin treasury common shares for $38 million
(ZAR260 million) which, because it involved indirect economic participation in
both the Hollister and Burnstone projects, was deemed equivalent to a 26%
interest in Burnstone. Tranter borrowed ZAR200 million ($27 million) from
Investec, a South African bank, to partly fund the purchase the shares and Great
Basin gave a loan guarantee in favour of Tranter limited to ZAR140 ($19 million)
million. A loan of $14 million (ZAR 108 million) was advanced to Tranter up to
October 2011 under the guarantee agreement to enable Tranter to meet its
interest payment obligation to Investec.

Tranter has been notified by Investec that it is currently in
breach of the requirements of its loan agreement due to an unfunded cash margin
call as a consequence of the decline in the value of the Great Basin common
shares serving as collateral for the loan. The Company has advanced
approximately $2.7 million (ZAR20 million) since November 2011 under the
Guarantee agreement to assist Tranter to meet the margin call requirements and
approximately $1.6 million (ZAR12 million) remains available to meet the
unfunded cash margin of approximately $6 million (ZAR45 million). The Company is
seeking, through ongoing discussions with Investec and Tranter, to assist
Tranter to remedy their breach position and meet their future loan obligations.
Whilst the outcome of the discussions is uncertain, the Company does not expect
the outcome of these discussions to affect its current compliance with the
Mining Charter or near term cash flow.

(b) Gold Fields royalty arbitration

The Company has received notification from Gold Fields Limited
("Gold Fields") that it intends to seek rescission of a 2007 agreement under
which Gold Fields cancelled a 2% net smelter royalty over a majority of Area 1
of the Burnstone Mine. Under that transaction, which was part of the Tranter
transaction described above, Gold Fields cancelled the royalty for consideration
of $11 million (ZAR 80 million) and on the condition that Gold Fields should
receive certain Mining Charter score card credits from the South African
government, Gold Fields donated the proceeds to Tranter which Tranter used to
part fund the acquisition of the Great Basin shares. As Gold Fields has not
received these credits, the Company and Gold Fields have been discussing a
mutually acceptable settlement that will not impact on the transformation agenda
of the South African Government. On March 12, 2012, Gold Fields gave notice of
arbitration to the Company in respect of this matter. Management does not expect
this issue to have an impact on the Company's near term cash-flow, development
or production targets.

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CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Companys contractual
obligations as at December 31, 2011:

|                                |   |             |  |   | Less
      than one |  |   |              |  |   |              |  |   | More
      than 5 | 
|------------------------------- | - | ----------- |  | - | ------------------- |  | - | ------------ |  | - | ------------ |  | - | ----------------- | 
|                                |   | Total       |  |   | year                |  |   | 1 to 3 years |  |   | 3 to 5 years |  |   | years             | 
|                                |   | ($million) |  |   | ($million)         |  |   | ($million)  |  |   | ($million)  |  |   | ($million)       | 
|Finance lease liability(1)(2)   |   | 3.1         |  |   | 3.0                 |  |   | 0.1          |  |   | Nil          |  |   | Nil               | 
|Operating lease obligations     |   | 0.2         |  |   | 0.2                 |  |   | Nil          |  |   | Nil          |  |   | Nil               | 
|Asset retirement obligations(3) |   | 7.2         |  |   | Nil                 |  |   | Nil          |  |   | Nil          |  |   | 7.2               | 
|Convertible debentures(4)       |   | 156.4       |  |   | 10.1                |  |   | 146.3        |  |   | Nil          |  |   | Nil               | 
|Term loan I(1)(5)               |   | 151.8       |  |   | 6.3                 |  |   | 73.2         |  |   | 72.3         |  |   | Nil               | 
|Term loan II(1)(6)              |   | 61.3        |  |   | 19.1                |  |   | 30.7         |  |   | 11.5         |  |   | Nil               | 
|Other(7)                        |   | 0.9         |  |   | 0.1                 |  |   | 0.2          |  |   | 0.2          |  |   | 0.4               | 
|Total                           | $ | 380.9       |  | $ | 38.8                |  | $ | 250.5        |  | $ | 84           |  | $ | 7.6               | 

Notes:

|1. | Amounts include scheduled interest payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | The principal debt amounts will be repaid in monthly
      installments over a period of 12 to 13 months and bear interest at 22.4%
      on outstanding capital. The finance leases are collateralized by the
      leased assets which had a carrying value of $4.5 million at December 31,
      2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | The asset retirement obligations are not adjusted for
      inflation and are not discounted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The convertible debentures mature on November 30, 2014
      and bear interest at the rate of 8% per annum. Interest is payable
      semi-annually in arrears on May 30 and November 30 of each year. The
      debentures are direct senior unsecured obligations of the Company and are
      guaranteed by certain of the Companys subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | In May 2010, the Company closed a $50 million (US$47
      million) term loan facility agreement (Term loan I) with Credit Suisse,
      and subsequently increased Term loan I by $25.7 million (US$25 million) in
      August 2010. In December 2011, the Company successfully negotiated the
      restructuring of Term loan I, thereby increasing the facility to $152.6
      million (US$150 million) and extending repayment to 2016. $132 million
      (US$130 million) of the restructured facility was drawn down on December
      15, 2011 with an additional $20.3 million (US$20 million) available for
      future draw down on December 31, 2011. The restructured facility now has a
      maximum term of 5 years from the December 15, 2011 drawdown and capital
      will be repaid in 16 quarterly consecutive instalments, commencing on
      March 15, 2013. Term loan I bears interest at a premium of 4% over the 3
      month US LIBOR rate and is secured by the Companys Burnstone property,
      its assets and certain subsidiary guarantees.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The Company closed the $69 million (US$70 million) term
      loan in March 2011 (Term loan II). Term loan II is being repaid in 16
      remaining quarterly consecutive instalments bears interest at a premium of
      3.75% over the 3 month US LIBOR rate and is secured by the Companys
      Nevada assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | Other obligations include nominal environmental
      obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

CODE OF ETHICS

Adoption of Code of Ethics

The Company has adopted a Code of Ethics that applies to its
officers, employees and directors and promotes, among other things, honest and
ethical conduct. The code also promotes compliance by the Companys Chief
Executive Officer, Chief Financial Officer and other senior finance staff with
the Sarbanes-Oxley Act of 2002. The Code of Ethics meets the requirements for a
code of ethics within the meaning of that term in Form 40-F. Investors may
view the Companys Code of Ethics on the Companys web site at
www.greatbasingold.com.

10

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Amendments or Waivers

No substantive amendments were made to the Companys Code of
Ethics during the fiscal year ended December 31, 2011, and no waivers of the
Companys Code of Ethics were granted to any principal officer of the Company or
any person performing similar functions during the fiscal year ended December
31, 2011.

NYSE AMEX LLC CORPORATE GOVERNANCE

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

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

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), issuers
that are operators, or that have a subsidiary that is an operator, of a coal or
other mine in the United States are required to disclose in their periodic
reports filed with the SEC information regarding specified health and safety
violations, orders and citations, related assessments and legal actions, and
mining-related fatalities under the regulation of the Federal Mine safety and
Health Administration under the Federal Mine Safety and Health Act of 1977.

The Company is the operator of the Hollister Gold Project
located in Nevada. The required disclosure regarding mine safety prescribed by
Item 16 of Form 40-F is included under the heading US Mine Safety Disclosure
Information in the Companys Annual Information Form for the fiscal year ended
December 31, 2011, filed as Exhibit 99.5 to this Annual Report on Form 40-F and
is incorporated herein by reference.

11

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UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

The Company previously filed an Appointment of Agent for
Service of Process and Undertaking on Form F-X signed by the Company and its
agent for service of process with respect to the class of securities in relation
to which the obligation to file this annual report arises. Any change to the
name or address of the Companys agent for service shall be communicated
promptly to the Commission by amendment to Form F-X referencing the file number
of the Company.

12

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SIGNATURES

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

|Date: March 30, 2012 | GREAT BASIN GOLD LTD.
|-------------------- | ---------------------
|                     |                      
|                     |                      
|                     |                      
|                     | By:                  
|                     |                      
|                     |                      

13

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                                                                                                                                                         
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                         
|99.1    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002                                                                                                                   
|        |                                                                                                                                                                                                                                                                                         
|99.2    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                               
|        |                                                                                                                                                                                                                                                                                         
|99.3    | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                    
|        |                                                                                                                                                                                                                                                                                         
|99.4    | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                    
|        |                                                                                                                                                                                                                                                                                         
|99.5    | Annual Information Form of the Company for the year ended December 31, 2011                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                         
|99.6    | Audited consolidated statements of financial position as at December 31, 2011 and 2010 and consolidated statements of operations, deficit, and cash flows for the years then ended, including the notes thereto and reports of our independent registered public accounting firm thereon
|        |                                                                                                                                                                                                                                                                                         
|99.7    | Managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2011                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                         
|99.8    | Consent of PricewaterhouseCoopers Inc.                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                         
|99.9    | Consent of Johan Oelofse, Pr. Eng.                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                         
|99.10   | Consent of Phil Bentley, Pr. Sci. Nat.                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                         
|99.11   | Consent of Frederik J. de Bruin of Deswik Mining
      Consultants (Pty) Ltd.                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                         
|99.12   | Consent of Daniel van Heerden of Minxcon (Pty) Ltd.                                                                                                                                                                                                                                     

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