---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F/A**Amendment No. 2**

[   ] 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, 2007** | 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.)

**1238 West Street**, 4th 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 CompanySuite 400, 2711
Centerville Road Wilmington, Delaware 19808 (800) 927-9800(Name, address (including zip code) and telephone number (includingarea code) of agent for service in the United States)

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

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

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: 203,395,902Common
Shares

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]

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 [   ]

---





EXPLANATORY NOTE

This Amendment No. 2  (the “**Second **Amendment****”)  to the Annual Report on Form 40-F of Great Basin Gold Ltd. (the “**Company**”)  for  the fiscal year ended December 31, 2007 originally filed on April 1,  2008 (the “**Original Filing**”) and as amended on December 1,  2008 (the “**First Amendment**”) is  being filed for the purposes of:

- including  as exhibits to the Annual Report on Form 40-F/A the certifications required by General  Instructions B(6)(a)(1) and B(6)(a)(2) of Form 40-F which were included with  the Original Filing but were inadvertently not included with the First  Amendment, and
- including  as exhibits to the Annual Report on Form 40-F/A the consents of the independent  auditors of the Company.

There are no other  additions, deletions or changes to the Original Filing, as amended by the First  Amendment. This Second Amendment has no effect on the Annual Information Form  or other information presented in the Original Filing, as amended by the First  Amendment.  Therefore, this Second Amendment should be read together  with the other documents that the Company has filed with the Securities and  Exchange Commission subsequent to the filing of the Original  Filing.   Information in such reports and documents updates and  supersedes certain information contained in this Second Amendment.

INTRODUCTORY INFORMATION

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

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

PRINCIPAL DOCUMENTS

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

- the Companys Annual Information Form for the year ended December 31, 2007;
- the Companys Audited Consolidated Financial Statements as at and for the
  two years ended December 31, 2007 and 2006;
- the Companys Management Discussion and Analysis for the year ended
  December 31, 2007

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. Forward-looking
statements include, among others, statements regarding:

- the Companys acquisition plans;
- the Companys expected financial performance in future periods;
- the Companys plan of operations, including its plans to carry out
  exploration and development activities;
- the Companys ability to raise capital for exploration and development
  activities;
- the Companys expectations regarding the exploration and development
  potential of the Companys properties; and
- factors relating to the Companys investment decisions.

Certain of the assumptions the Company has made include
assumptions regarding, among other things:

- future commodity prices;

---

- the cost of carrying out exploration and development activities on the
  Companys mineral properties;
- the Companys ability to obtain the necessary expertise in order to carry
  out its exploration and development activities within the planned time
  periods; and
- the Companys ability to obtain adequate financing on acceptable terms.

Some of the risks and uncertainties that could cause the
Companys actual results to differ materially from those expressed in the
Companys forward-looking statements include:

- the speculative nature of the mineral resource exploration business;
- the exploration stage of the Companys mineral projects;
- the classification of substantially all the Companys mineral resources as
  measured, indicated, and inferred and not as mineral reserves of ore;
- the Companys lack of revenues and its history of financial losses;
- the Companys ability to recover the financial statement carrying values of
  its mineral property interests if ceases to continue on a going concern basis;
- the potential dilution of the Companys interest in its capital stock
- loss of the services of any of the Companys executive officers;
- the volatility of commodity prices;
- changes in, or the introduction of US or South African government
  regulations relating to mining, including laws and regulations relating to the
  protection of the environment;
- potential claims by third parties to the Companys mining properties;
- the Companys ability to obtain adequate insurance for its operations;
- changes in the political environment in the jurisdictions in which the
  Companys assets are located;
- fluctuations in exchange rates;
- limitations on the ability of the Company and its foreign subsidiaries to
  transfer assets between them;
- the historical volatility in the Companys share price;
- potential legal claims relating to the Companys projects;
- the Companys ability to obtain adequate financing for the further
  exploration and development of its mineral properties and the potential
  dilution to the Companys shareholders from any future equity financings;
- the consequences to U.S. investors of the Companys status as a passive
      foreign investment company;
- the potential dilution to the Companys shareholders from the exercise
      of outstanding options and warrants to purchase its shares;
- there is no guarantee that the required permitting to undertake mining
      operations will be approved by the relevant authorities.

---

Readers are referred to the section entitled Risk Factors in
the Companys Annual Information Form. 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.

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

The documents that have been incorporated by reference into
this annual report use the terms measured resources, indicated resources and
inferred resources. These resource estimates have been prepared in accordance
with Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects and the Canadian Institute of Mining and Metallurgy Classification
System. These standards differ significantly from the requirement of the United
States Securities and Exchange Commission (the SEC). Accordingly, resources
information incorporated by reference herein may not be comparable to similar
information concerning U.S. companies. Investors are advised that while the
terms measured resources, indicated resources and inferred resources are
recognized and required by Canadian regulations, including Canadian National
Instrument 43-101, the SEC does not recognize them. Under United States
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.
Investors are cautioned not to assume that any part or all of the mineral
deposits in these categories will ever be converted into reserves.These
terms 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 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.

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

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

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. In addition, the definitions of proven and probable reserves
used in NI 43-101 differ from the definitions in the SEC Industry Guide 7.
Accordingly, 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 thereunder.

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. The Company prepares its consolidated financial statements in
  accordance with Canadian Generally Accepted Accounting Principles (Canadian
  GAAP) which principles differ in certain respects from those applicable
  in the United States (US GAAP) and from practices prescribed by
  the SEC. The Companys Reconciliation with United States Generally
  Accepted Accounting Principles  Item 18 is incorporated in the
  Companys consolidated financial statements for the year December 31, 2007.

DISCLOSURE CONTROLS AND PROCEDURES

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

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

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Great Basin Gold Ltd. is responsible for
establishing and maintaining adequate internal control over financial reporting.
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, 2007. 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 Hollister Ventures Corporation which
was acquired in an asset acquisition during 2007, from its assessment of
internal control over financial reporting as at December 31, 2007. Hollister
Ventures Corporation represents total assets of $101 million and net loss of $27
million of Great Basin Gold Ltds consolidated financial statements as at and
for the year ended December 31, 2007.

During the 2007 fiscal year, no significant changes occur in
the Companys internal controls over financial reporting.

Based upon this assessment, management concluded that the
Companys internal control over financial reporting was effective as at December
31, 2007.

The effectiveness of the companys internal control over
financial reporting as at December 31, 2007 has been audited by
PricewaterhouseCoopers LLP, our independent auditors, as stated in their report
which appears herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the year ended December 31, 2007, 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.

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 Original Filing , the Audit
Committee was comprised of David Elliott, Wayne Kirk, Walter Segsworth and
Patrick Cooke.

AUDIT COMMITTEE FINANCIAL EXPERT

The Companys Board of Directors has determined that David
Elliott, chairman of the Audit Committee of the board, is an audit committee
financial expert (as that term is defined in Item 407 of Regulation S-K under
the Exchange Act) and is an independent director under applicable laws and
regulations and the requirements of the American Stock Exchange.

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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 | 
|------------------ | - | ---------------------------- | 
|                   |   | 2007                         | 
|Audit Fees         | $ | 201,876                      | 
|Audit Related Fees |   | 40,871                       | 
|Tax Fees           |   | 40,834                       | 
|All Other Fees     |   | 578                          | 
|Total              | $ | 284,159                      | 

Audit Fees

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

Audit-Related Fees

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

Tax Fees

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

All Other Fees

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

Audit Committee Pre-Approval Policies

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

OFF-BALANCE SHEET ARRANGEMENTS

The Company, through its subsidiaries, N5C Resource Inc., N6C
Resources Inc. and Rodeo Creek Gold Inc. signed a loan guarantee agreement in
terms of the conclusion of the transaction with Tranter Burnstone (Pty) Ltd
(Tranter Burnstone).

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As part of the BEE transaction concluded on October 1, 2007,
Tranter Burnstone (Proprietary) Limited (Tranter Burnstone) borrowed $29
million (R200 million) from Investec Bank Limited (Investec) to settle the
purchase consideration of the 812 Southgold shares. The security for the loan
comprised, amongst others, a loan guarantee in terms of which N5C Resources
Inc., N6C Resources Inc.or Rodeo Creek Gold Inc. (all wholly owned subsidiaries
of GBG) is obliged 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 $11.8 million (R80 million) to Tranter Burnstone in order to settle
such interest payment obligations. This loan, if granted will be secured by the
Great Basin Ltd shares held by Tranter Burnstone second to the security over
these shares held by Investec for the $29 million (R200 million) loan advanced.

CONTRACTUAL OBLIGATIONS

Below, is a tabular disclosure of the Companys contractual
obligations as at December 31, 2007.

Payments
        due by periodLess than
      
      
      More thanTotal
      one year
      1
        to 3 years
      3-5 years
      5
        yearsContractual obligation
      US$5 million
      Nil
      US$5 million
      Nil
      NilLong term debt obligations
      Nil
      Nil
      Nil
      Nil
      NilOperating lease obligations
      Nil
      Nil
      Nil
      Nil
      NilPurchase obligations
      Nil
      Nil
      Nil
      Nil
      NilOther
      Nil
      Nil
      Nil
      Nil
      NilTotal
      US$5 million
      Nil
      US$5 million
      Nil
      Nil


The Company signed an agreement, effective November 14, 2007,
whereby the Company earns 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 CW Properties LLC, based in Talkeetna, Alaska, USA.

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.

CODE OF ETHICS

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

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AMEX CORPORATE GOVERNANCE

The Companys common shares are listed for trading on The
American Stock Exchange (AMEX). Section 110 of the AMEX company guide permits
AMEX to consider the laws, customs and practices of foreign issuers in relaxing
certain AMEX listing criteria, and to grant exemptions from AMEX 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 AMEX 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 AMEX 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.

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.

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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 amendment to annual report on Form  40-F to be signed on its behalf by the undersigned, thereunto duly authorized.

|Date: February 20, 2009 | GREAT BASIN GOLD LTD.
|----------------------- | ---------------------
|                        |                      
|                        |                      
|                        |                      
|                        | By:                  
|                        |                      
|                        |                      

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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
    (2)                                                                                         
|        |                                                                                                                                                                                                                                                                               
|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
        (2)                                                                                     
|        |                                                                                                                                                                                                                                                                               
|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 (2)                                                          
|        |                                                                                                                                                                                                                                                                               
|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 (2)                                                          
|        |                                                                                                                                                                                                                                                                               
|99.5    | Annual
        Information Form of the Company for the year ended December 31, 2007 (2)                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                               
|99.6    | Audited consolidated balance  sheets as at December 31, 2007 and 2006 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 (2)
|        |                                                                                                                                                                                                                                                                               
|99.7    | Managements
        discussion and analysis of financial condition and results of operations
        for the year ended December 31, 2007 (1)                                                                                                                                
|        |                                                                                                                                                                                                                                                                               
|99.8    | Consent of  PricewaterhouseCoopers LLP (2)                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                               
|99.9    | Consent
    of Harry Meadon (Pr.Sci.Nat.), H M Exploration CC. (1)                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                               
|99.10   | Consent
        of Gideon Johannes (Deon) Van Der Heever of GeoLogix Mineral Resource
    Consultants (Pty) Ltd. (1)                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                               
|99.11   | Consent
    of Clive Brown, Pr. Eng. MSAIMM, Turgis Consulting (Pty) Ltd (1)                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                               
|99.12   | Consent
    of D. Dodd, B.Sc. FSAIMM, MDM Ferroman (1)                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                               
|99.13   | Consent
    of R.J. Scheurenberg, Pr Eng, Knight Piesold (Pty) Ltd. (1)                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                               
|99.14   | Consent
    of J Goeller, EIS Practitioner, Knight Piesold (Pty) Ltd. (1)                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                               
|99.15   | Consent
    of Peter Cain, Ph.D., P.Eng, Associated Geosciences Ltd. (1)                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                               
|99.16   | Consent of Derek Rance,
      P Eng, Behre Dolbear & Company Ltd. (1)                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                               
|99.17   | Consent of KPMG LLP (2)                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                               
|99.18   | Report of the independent auditor on the consolidated balance sheet as at December 31, 2006 and the consolidated statements of operations, deficit and cash flows for the year then ended (2)                                                                                 

(1)           Previously filed as an exhibit to the  Annual Report on Form 40-F of the Company for the year ended December 31, 2007  filed on April 1, 2008

(2)           Filed as an exhibit to this Amendment  No. 2 to Annual Report on Form 40-F of the Company for the year ended December  31, 2007



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