---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

** ̈******  REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT
  OF 1934

OR

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

For the fiscal year ended December 31, 2003 (with other information to June 29, 2004 except where noted)

OR

** ̈******  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the transition period from _______________ to _______________

CIK Number 0000865492 
  Commission file number**0-18760**

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

**GREAT BASIN GOLD LTD.**
  (Translation of Registrant's name into English)

**BRITISH COLUMBIA, CANADA**
  (Jurisdiction of incorporation or organization)

**Suite 1020, 800 West Pender Street Vancouver, British Columbia, Canada, V6C 2V6**
  (Address of principal executive offices)

**COMMON SHARES WITHOUT PAR VALUE**
  (Title of Class)

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 | **American Stock Exchange**              

Securities registered or to be registered pursuant to Section 12(g) of the Act

**None**
  (Title of Class)

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- 2 -

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

Number of outstanding shares of Great Basin Gold Ltd.'s only
  class of capital stock as on December 31, 2003. 72,639,907 
  Common Shares Without Par Value

Indicate by check mark whether Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934during the preceding 12 months (or for such shorter period that
  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 which financial statement item Registrant has elected to follow:

Item 17 **x****** 
  Item 18 ** ̈******

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents
  and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
  Exchange Act of 1934subsequent to the distribution of securities under
  a plan confirmed by a court.

NOT APPLICABLE

All monetary amounts contained in this Annual Report are, unless
  otherwise indicated, expressed in Canadian dollars. On June 29, 2004, the Bank
  of Canada noon rate for Canadian Dollars was US$1.00:C$ 1.3460 (see Item 3 for
  further historical exchange rate information).

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-3-

T A B L E   O F   C O N T E N T S

|        |                                                                                    | Page
|------- | ---------------------------------------------------------------------------------- | ----
|        |                                                                                    |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISERS                        | 5   
|        |                                                                                    |     
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                                            | 5   
|        |                                                                                    |     
|ITEM 3  | KEY INFORMATION                                                                    | 5   
|        |                                                                                    |     
|ITEM 4  | INFORMATION ON THE COMPANY                                                         | 9   
|        |                                                                                    |     
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                       | 41  
|        |                                                                                    |     
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                         | 46  
|        |                                                                                    |     
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                  | 56  
|        |                                                                                    |     
|ITEM 8  | FINANCIAL INFORMATION                                                              | 57  
|        |                                                                                    |     
|ITEM 9  | THE OFFERING AND LISTING                                                           | 58  
|        |                                                                                    |     
|ITEM 10 | ADDITIONAL INFORMATION                                                             | 60  
|        |                                                                                    |     
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 71  
|        |                                                                                    |     
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES                       | 71  
|        |                                                                                    |     
|ITEM 13 | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 72  
|        |                                                                                    |     
|ITEM 14 | MATERIAL MODIFICATIONS TO THE RIGHTS OF
      SECURITY HOLDERS AND USE OF PROCEEDS | 72  
|        |                                                                                    |     
|ITEM 15 | CONTROLS AND PROCEDURES                                                            | 72  
|        |                                                                                    |     
|ITEM 16 | AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT
      FEES AND EXEMPTIONS              | 73  
|        |                                                                                    |     
|ITEM 17 | FINANCIAL STATEMENTS                                                               | 74  
|        |                                                                                    |     
|ITEM 18 | FINANCIAL STATEMENTS                                                               | 74  
|        |                                                                                    |     
|ITEM 19 | EXHIBITS                                                                           | 74  

---

-4-

GLOSSARY OF TERMS

In this Form 20-F, the following terms have the meanings set forth herein:

|Geological Terms                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Carlin Style Gold  Deposit                          | Very fine-grained gold mineralization
        associated with silicification of the sedimentary (limestone and dolomite)
        host rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Epithermal Deposit                                  | A type of deposit formed
        at low temperature (50-200°C), usually within one kilometre of the
        earth's surface, often as structurally controlled veins.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Mineral Symbols                                     | Au  Gold; Cu 
        Copper; Pb  Lead; Ag  Silver; Zn  Zinc; Mo  Molybdenum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Mineralized Material                                | A mineralized body that
        has been delineated by appropriately spaced drilling and/or underground
        sampling to support an estimate of size by tonnage and average grade of
        metals. Such a deposit does not qualify as "ore" or a reserve, which would
        require a comprehensive evaluation based upon unit cost, grade, recoveries,
        and other factors relating to engineering, legal, financial and economic
        feasibility. Referred to as a "Mineral Resource" under Canadian Securities
        Laws.                                                                                                                                                                                                                                                                                                                                                                                     
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    | "Inferred Resource" means
        the estimated quantity and grade of a deposit, or a part thereof, that
        is determined on the basis of limited sampling, but for which there is
        sufficient geological information and a reasonable understanding of the
        continuity and distribution of metals values to outline a deposit of potential
        economic merit. "Indicated Resource" means the estimated quantity and
        grade of a part of a deposit for which the continuity of grade, together
        with the extent and shape, are so well-established that a reliable grade
        and tonnage estimate can be made. "Measured Resource" means the estimated
        quantity and grade of that part of a deposit for which the size, configuration
        and grade have been very well- established, by observation and sampling
        of outcrops, drill holes, trenches and mine workings.
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Ore                                                 | A mineral or aggregate of
        minerals, more or less mixed with gangue (non-valuable metalliferous minerals),
        which can be profitably mined given the economic circumstances at the
        time of the assessment. Great Basin Gold Ltd. does not hold any interest
        in properties where the mineralization has been determined to currently
        be ore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Paleoplacer or   Witwatersrand
      Gold   Deposit | An ancient surficial deposit
        that was formed by mechanical concentration of heavy mineral particles,
        such as gold, from weathered debris, which has since been covered by younger
        rocks and is no longer visible on surface. The Witwatersrand Basin in
        South Africa hosts the most well known examples of this type of gold deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Porphyry Deposit                                    | An igneous rock containing
        conspicuous crystals or phenocrysts in a fine-grained groundmass; also
        a type of mineral deposit in which ore minerals are widely disseminated,
        generally of low grade but large tonnage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Sulphide                                            | A compound of sulphur with
        another element, typically a metallic element or compound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Currency and Measurement


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

Conversion of metric units into imperial equivalents is as
  follows:

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-5-

|Metric Units | Multiply by | Imperial Units            
|------------ | ----------- | --------------------------
|Hectares     | 2.471       | = acres                   
|Metres       | 3.281       | = feet                    
|Kilometres   | 0.621       | = miles (5,280 feet)      
|Grams        | 0.032       | = ounces (troy)           
|Tonnes       | 1.102       | = tons (short) (2,000 lbs)
|grams/tonne  | 0.029       | = ounces (troy)/ton       

PART 1

ITEM 1IDENTITY OF DIRECTORS, SENIOR
  MANAGEMENT AND ADVISERS

Not applicable (this is an Annual Report only)

ITEM 2OFFER STATISTICS AND EXPECTED
  TIMETABLE

ITEM 3KEY INFORMATION

A.     Selected Financial Data

The following constitutes selected financial data for Great
  Basin Gold Ltd. ("Great Basin" or the "Company") for the last five fiscal years
  ended December 31, 2003, in thousands of Canadian dollars, presented in accordance
  with Canadian generally accepted accounting principles ("GAAP") and United States
  GAAP.

|(C$000)                        |   | As at December 31 |  
|------------------------------ | - | ----------------- | -
|Balance Sheet Data             |   | 2003              |  
|Total assets (Cdn GAAP)(1)     | $ | 52,801            |  
|Total assets (US GAAP)         |   | 52,801            |  
|Total liabilities (Cdn GAAP)   |   | 818               |  
|Share capital and contributed  |   |                   |  
|surplus (Cdn GAAP)             |   | 107,864           |  
|Share capital and contributed  |   |                   |  
|surplus (US GAAP)              |   | 110,522           |  
|Deficit (Cdn GAAP)             |   | (55,881           | )
|Deficit (US GAAP)              |   | (58,539           | )
|Net assets (Cdn GAAP)          |   | 51,983            |  
|Net assets (US GAAP)           |   | 51,983            |  
|                               |   |                   |  
|Working capital                | $ | 21,234            |  
|Plant and equipment, net       |   |                  |  
|Mineral property interests     |   | 30,668            |  
|Shareholders' equity (deficit) |   | 51,983            |  

---

-6-

No cash or other dividends have been declared.

|(C$000 except per share amounts)  |   | Year ended December 31 |  
|--------------------------------- | - | ---------------------- | -
|Statement of Operations Data      |   | 2003                   |  
|Investment and other income,      |   |                        |  
|including recoveries of accounts  |   |                        |  
|receivable previously written off |   |                        |  
|(Cdn GAAP)                        | $ | 5,682                  |  
|Investment and other income,      |   |                        |  
|including recoveries of accounts  |   |                        |  
|receivable previously written off |   |                        |  
|(US GAAP)                         | $ | 4,955                  |  
|General and administrative        |   |                        |  
|expenses                          |   | 3,119                  |  
|Exploration expenditure           |   | 7,928                  |  
|Write down of mineral property    |   |                        |  
|interests                         |   |                       |  
|Stock-based compensation          |   | 2,132                  |  
|Loss for the year (Cdn GAAP)      |   | (7,497                 | )
|Loss for the year (US GAAP)       |   | (8,224                 | )
|Loss from continuing operations   |   |                        |  
|per common share (Cdn GAAP) (2)   |   | (0.12                  | )
|Loss per common share             |   |                        |  
|(US GAAP) (2)                     |   | (0.14                  | )
|Weighted average number of        |   |                        |  
|common shares outstanding         |   | 60,061,869             |  

|(1) | Under Canadian GAAP applicable to junior mining
        exploration companies, mineral exploration expenditures can be deferred
        on prospective properties until such time as it is determined that further
        exploration is not warranted, at which time the property costs are written
        off. Great Basin has expensed the exploration costs as incurred until
        an independent feasibility study has determined that the property is capable
        of economic commercial production, which treatment is consistent with
        U.S. GAAP.   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Stock options and warrants outstanding were not
        included in the computation of diluted loss per share as their inclusion
        would be anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) | The Company has recorded all stock-based payments
        granted on or after January 1, 2003 using the fair value method. In 2002,
        the Company accounted for stock-based payments to employees by the settlement
        method whereby no compensation expense was recorded for options granted,
        when options were granted at the quoted market value. Options granted
        to non-employees were accounted for using the fair value method. Prior
        to 2002, all stock based compensation was accounted for using the settlement
        method.

See Item 17 for accompanying consolidated financial statements
  prepared in accordance with Canadian GAAP for further details, including the
  notes to the consolidated financial statements, which reconcile Canadian GAAP
  to US GAAP.

All currency amounts in this Form 20-F are stated in Canadian
  dollars unless otherwise indicated.

The following table sets out the exchange rates, based on
  noon buying rates in foreign currencies as certified by the Bank of Canada,
  for the conversion of Canadian dollars into United States dollars in effect
  at the end of the following periods, and the average exchange rates (based on
  the average of the exchange rates on the last day of the month in such periods)
  and the range of high and low exchange rates for such periods.

---

-7-

|                   |  | For year ended December 31 | 
|------------------ |  | -------------------------- | 
|                   |  | 2003                       | 
|End of Period      |  | 1.30                       | 
|Average for Period |  | 1.40                       | 
|High for Period    |  | 1.53                       | 
|Low for Period     |  | 1.30                       | 

The following table sets out the highest and lowest exchange
  rates for one United States dollar, expressed in terms of one Canadian dollar,
  for each month during the previous six months.

|US $1.00 Equals | High   (C$) | Low   (C$)
|--------------- | ----------- | ----------
|May 2004        | 1.4063      | 1.3555    
|April 2004      | 1.3795      | 1.3037    
|March 2004      | 1.3570      | 1.3056    
|February 2004   | 1.3512      | 1.3069    
|January 2004    | 1.3360      | 1.2683    
|December 2003   | 1.3420      | 1.2839    

B.     Capitalization and Indebtedness

Not applicable.

C.     Reasons for the Offer and
  Use of Proceeds

Not applicable.

D.     Risk Factors

NO COMMERCIAL RESERVES.Great Basin's
  main projects are the Ivanhoe Gold Project, Nevada, and the Burnstone Project,
  South Africa, on which the primary targets are moderate to deep, high-grade
  gold deposits that are amenable to underground mining. However no commercial
  reserves have been established at Ivanhoe or Burnstone. Great Basin also owns
  the Casino Project, Yukon, on which a large tonnage of low grade copper-gold-molybdenum
  mineralization has been outlined. None of these projects contain mineralization
  that can be considered "reserves" or "ore" at this time.

UNCERTAIN PROJECT REALIZATION VALUES.Great Basin defers (capitalizes) acquisition costs incurred in connection
  with its Projects on its balance sheet in accordance with Canadian GAAP. Although
  Great Basin believes these costs (of approximately $31 million) are recoverable,
  notwithstanding the mineralized materials contained at the projects are not
  currently economically viable or classified as ore, there can be no assurance
  that Great Basin could dispose of the Projects for their financial statement
  carrying values, and in such circumstances this would mean a diminution in the
  book value of shareholders' equity.

DEPENDENCE ON MANAGEMENT.The success of the
  activities of Great Basin is dependent to a significant extent on the efforts
  and abilities of its management. Investors must be willing to rely to a significant
  extent on their discretion and judgment. Great Basin does not maintain key employee
  insurance for any of its employees, consultants or contractors.

GREAT BASIN HAS NO HISTORY OF EARNINGS AND NO FORESEEABLE
  EARNINGS.Great Basin and its predecessor companies have a 18-year history
  of losses and there can be no assurance that Great Basin will ever

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-8-

be profitable. Great Basin has paid no dividends on its shares
  since incorporation and does not anticipate paying dividends in the foreseeable
  future.

GOING CONCERN ASSUMPTION.Great Basin's
  consolidated financial statements have been prepared assuming Great Basin will
  continue on a going-concern basis. Although at December 31, 2003, Great Basin
  had working capital of approximately $21 million, the costs required to complete
  exploration and development of the projects may be well in excess of this amount.
  Accordingly, unless additional funding is obtained, this assumption may have
  to change and Great Basin's assets may have to be written down to asset prices
  realizable in insolvency or distress circumstances.

GENERAL MINING RISKS. Factors beyond the control
  of Great Basin will affect the marketability of any substances discovered. Metal
  prices, in particular gold and copper prices, have fluctuated widely in recent
  years. Government regulations relating to price, royalties, allowable production,
  importing and exporting of minerals, and foreign exchange restrictions can adversely
  affect Great Basin. There can be no certainty that Great Basin will be able
  to obtain all necessary licenses and permits that may be required to carry out
  exploration, development and operations at its projects and environmental concerns
  about mining, in general, continue to be a significant challenge for Great Basin
  as they are for all mining companies.

GREAT BASIN'S SHARE PRICE HAS HISTORICALLY BEEN VOLATILE.The market price of a publicly traded stock, especially a junior resource
  issuer like Great Basin, is affected by many variables not directly related
  to the exploration success of Great Basin, including the market for junior resource
  stocks, the strength of the economy generally, the availability and attractiveness
  of alternative investments, and the breadth of the public market for the stock.
  The effect of these and other factors on the market price of the common shares
  on the stock exchanges on which Great Basin trades, suggest Great Basin's shares
  will continue to be volatile. Great Basin shares have ranged between approximately
  C$0.38 and C$3.95 in the last 3 years.

GREAT BASIN'S DIRECTORS AND OFFICERS ARE PART-TIME AND
  SERVE AS DIRECTORS AND OFFICERS OF OTHER COMPANIES. Some of the directors
  and officers are engaged, and will continue to be engaged, in the search for
  additional business opportunities on their own behalf and on behalf of other
  companies, and situations may arise where these directors and officers will
  be in direct competition with Great Basin. Conflicts, if any, will be dealt
  with in accordance with the relevant provisions of the British Columbia Business
  Corporations Act. In order to avoid the possible conflict of interest which
  may arise between the directors' duties to Great Basin and their duties to the
  other companies on whose boards they serve, the directors and officers of Great
  Basin have agreed that participation in other business ventures offered to the
  directors will be allocated between the various companies on the basis of prudent
  business judgement, and the relative financial abilities and needs of the companies
  to participate; no commissions or other extraordinary consideration will be
  paid to such directors and officers; and business opportunities formulated by
  or through the other companies in which the directors and officers are involved
  will not be offered to Great Basin except on the same or better terms than they
  are offered to third party participants.

VALUE OF PROPERTIES DO NOT NECESSARILY REFLECT REALIZABLE
  VALUE. The amounts attributed to Great Basin's properties in its financial
  statements represent acquisition expenditures to date, and should not be taken
  to necessarily reflect realizable value.

ADDITIONAL FUNDING REQUIREMENTS. Great Basin's
  operations consist, almost exclusively, of cash consuming activities given that
  its main mineral projects are in the exploration stage. Great Basin will annually
  expend in excess of $1-2 million for the foreseeable future and will draw down
  on its working capital or require new equity financing in order to fund these
  continuing operations, and failing that, it may cease to be economically viable.

LIKELY PFIC STATUS HAS CONSEQUENCES FOR U.S. INVESTORS.
  Potential investors who are U.S. taxpayers should be aware that Great Basin
  expects to be a passive foreign investment company ("PFIC") for the current
  fiscal year, and may also have been a PFIC in prior years and may also be a
  PFIC in subsequent years. If Great Basin is a PFIC for any year during a U.S.
  taxpayer's holding period, then such U.S. taxpayer, generally, will be required
  to treat any so-called "excess distribution" received on its common shares,
  or any gain realized upon a disposition of common shares, as ordinary income
  and to pay an interest charge on a portion of such distribution or gain, unless
  the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market
  election with respect

---

-9-

to the shares of Great Basin. In certain circumstances, the
  sum of the tax and the interest charge may exceed the amount of the excess distribution
  received, or the amount of proceeds of disposition realized, by the taxpayer.
  A U.S. taxpayer who makes a QEF election generally must report on a current
  basis its share of Great Basin's net capital gain and ordinary earnings for
  any year in which Great Basin is a PFIC, whether or not Great Basin distributes
  any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market
  election, generally, must include as ordinary income in each year, the excess
  of the fair market value of the common shares over the taxpayer's tax basis
  therein.

SIGNIFICANT POTENTIAL EQUITY DILUTION. Great
  Basin has a significant number of share purchase options (5,248,300) and warrants
  (6,250,000) outstanding, which will likely act as an upside damper on the trading
  range of Great Basin's shares. As a consequence of the passage of time since
  the date of their original sale and issuance, no shares of Great Basin remain
  subject to any hold period restrictions in Canada or the United States as of
  June 29, 2004. The unrestricted resale of outstanding shares from the exercise
  of dilutive securities may have a depressing effect on the market for Great
  Basin's shares. Dilutive securities represent approximately 13% of Great Basin's
  currently issued shares.

ITEM 4INFORMATION
  ON THE COMPANY

SUMMARY

A.     History and Development
  of the Company

|1. | The legal name of the company, which is the subject
        of this Annual Report on Form 20-F, is "Great Basin Gold Ltd."                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Great Basin was incorporated in British Columbia,
        Canada on March 19, 1986.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|3. | Great Basin was incorporated on March 19, 1986,
        pursuant to The Company Act (British Columbia), Canada, now The
        Business Corporations Act (British Columbia), under the name Baron
        Ventures Ltd., by registration of its memorandum and articles. On May
        26, 1987, its name was changed to Sentinel Gold Corp. and on September
        15, 1987, its name was changed to Pacific Sentinel Gold Corp. The term
        “Pacific Sentinel” herein is a reference to Great Basin as
        it existed prior to December 31, 1997, the date of its most recent reorganization.

During the latter half of 1992 and the first quarter of 1993,
  Pacific Sentinel merged with two other British Columbia incorporated public
  companies listed on the Vancouver Stock Exchange (predecessor exchange to the
  TSX Venture Exchange ("TSX Venture Exchange")) namely Big Creek Resources Ltd.
  and Casino Silver Mines Ltd. (N.P.L.) (hereinafter "Big Creek" and "Casino Silver"
  respectively). The purpose of the two mergers (which completed on December 1,
  1992, with respect to Big Creek and March 4, 1993, with respect to Casino Silver),
  was to bring together under the aegis of Pacific Sentinel, a 100% working interest
  in the Casino Property, a Yukon copper/gold/molybdenum property still owned
  by Great Basin, however subject to an option agreement, and more particularly
  described herein.

Pursuant to an arrangement agreement dated November 14, 1997,
  between Pacific Sentinel and Consolidated North Coast Industries Ltd. ("North
  Coast"), a Vancouver Stock Exchange listed British Columbia company with principal
  shareholders and management in common with Pacific Sentinel, Pacific Sentinel
  and North Coast merged under a Plan of Arrangement (the "Arrangement") under
  British Columbia law on December 31, 1997. The merger was accounted for as a
  reverse take-over of Pacific Sentinel by North Coast shareholders. Under the
  terms of the Arrangement, Pacific Sentinel consolidated its issued and authorized
  share capital on a five-old-shares-for-one-new-share basis and changed its name
  to "Great Basin Gold Ltd.".

|4. | The principal business events in Great
        Basin's 18-year history are (most important and recent matters first):
|-- | ---------------------------------------------------------------------------------------------------------------------
|  
|   | i.                                                                                                                   

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-10-

|   | ii.                                                                                                                                                    | The earn-in option agreement with Atna Resources
        Ltd. on the Golden Cloud Property, Nevada. Great Basin can acquire a 70%
        interest through property expenditures and cash payments over 5 years.
        The property consists of 179 mineral claims covering 1,200 hectares, located
        contiguous to the south of the Ivanhoe Property.                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | iii.                                                                                                                                                   | The earn-in option agreement with Hecla Mining Company,
        whereby Hecla can earn 50% of the Hollister Development Block, a portion
        of the Ivanhoe Property in Nevada. Hecla must, in order to exercise the
        earn-in right expend approximately US$21.8 million on the Ivanhoe property
        in a two-stage program to ascertain commercial mining feasibility.                                                                                                                                                                                                                                                                                                                     
|  
|   | iv.                                                                                                                                                    | The acquisition of the Ivanhoe Property. The Ivanhoe
        Property consists of a total of 924 unpatented claims, covering over 69
        square kilometres, located on federal land administered by the Bureau
        of Land Management. It is situated on Nevada's 50-mile (80 kilometres)
        long Carlin Trend gold belt.                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | v.                                                                                                                                                     | The acquisition of the Casino Property in the Yukon
        Territory, Canada. The Casino Property comprises 161 mineral claims, comprising
        2,318 hectares (5,728 acres). Of these, 138 claims are currently subject
        to an agreement with Alexis Resources Ltd. ("Alexis"). By an agreement
        dated December 31, 2000, Great Basin consented to the assignment of the
        option interest of Alexis to Wildrose Resources Ltd. By agreement dated
        July 15 2002, Great Basin agreed to option the Casino property to CRS
        Copper Resources Ltd. ("CRS"), now known as Lumina Copper Corporation.
        For further details see Casino Property Description below.
|   |                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Great Basin's principal capital expenditures
      and material divestitures over the three fiscal years ended December 31,
      2003 are as follows:

|Year                                           | Ivanhoe         | Casino and other | Burnstone     
|---------------------------------------------- | --------------- | ---------------- | --------------
|(i) Amounts Deferred (capitalized or invested)
|2003                                           | $   (1,933,000) | $               | $   26,722,742
|2002                                           | 295,000         |                 | 1             
|2001                                           | 75,745          |                 |              
|(ii) Amounts Expensed as Exploration Expenses 
|2003                                           | 563,579         | 2,142            | 8,148,130     
|2002                                           | 829,022         | (49,463)         | 2,590,826     
|2001                                           | 2,865,168       | 11,906           |              
|(iii) Amounts Written Off                     
|2003                                           |                |                 |              
|2002                                           |                |                 |              
|2001                                           |                | 5,555,292        |              

|6. | Subject to Great Basin sourcing additional funding,
        the following table illustrates the principal exploration expenditures
        by property that Great Basin would ideally incur in the ensuing year:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|                | Ivanhoe and Golden Cloud | Casino and other | Burnstone   
|--------------- | ------------------------ | ---------------- | ------------
|2004 Activities | $0.2 million             | nil              | $4.8 million

B.     Business Overview

1.     Great Basin's
  Business Strategy and Principal Activities

Great Basin is focused on acquiring ownership of, and exploring
  and developing, high-quality gold mineral deposits. Great Basin’s Ivanhoe
  Project hosts a number of gold-silver vein systems with high indicated grades
  that are potentially amenable to underground mining. Great Basin has also acquired
  the Burnstone Project in South Africa. The Burnstone Project hosts gold veins
  within the Kimberley Reef with moderate to high indicated grades that are potentially
  amenable to underground mining. These projects are currently in the advanced
  exploration stage and being assessed for their economic viability. Current metal
  prices are improving by reference to past metals cycles, and Great Basin’s
  management remains optimistic that recent metal prices will be sustained or
  increase such that mining can be supported at these projects at some future
  time.

Great Basin does not have any operating revenue although,
  historically, it has had annual interest revenue as a consequence of investing
  surplus funds pending the completion of exploration programs and in 2003 the
  Company realized gains on the exercise of Hecla warrants. The resource extraction
  business has historically been cyclical and the prices received for copper and
  gold have been volatile and, in the case of gold, affected by factors and sentiments
  outside of the cost of production. The mining business operates in a worldwide
  market, and prices are derived from relatively pure market forces, so competition
  to sell any metals or concentrates produced is not an issue if metals prices
  warrant production.

Great Basin owns its Ivanhoe and Casino Projects outright
  (subject to option agreements with third parties) but potential mining operations
  are nevertheless also subject to extensive government regulation. The Ivanhoe
  Project located in Nevada hosts a number of high-grade gold-silver vein systems
  that are potentially amenable to underground mining. The federal government
  of the United States and the state government of Nevada have jurisdiction over
  activities and communities, habitat users and other interests that may be affected
  by mining. In particular, the Bureau of Land Management has jurisdiction over
  the land on which the Ivanhoe property is located. Nevada's gold mines are ranked
  among the largest and most profitable in the world. The Casino Project hosts
  a large-tonnage mineral resource that is potentially exploitable by open pit
  mining, but which cannot currently be economically mined due to prevailing metal
  prices. The provincial government of the Yukon and the federal government of
  Canada both have jurisdiction over a wide variety of activities and persons
  affected by mining including local communities, habitat users and other persons
  claiming to hold a stake in the outcome of mining activity. The Company owns
  100% of Southgold Exploration (Proprietary) Limited, which has options to acquire
  a 100% interest in the Burnstone Project, subject to the statutory interest
  of Historically Disadvantaged South Africans as per the Mineral and Petroleum
  Resources Development Act. The Burnstone Project hosts the Kimberley Reef, a
  geological unit containing moderate to high-grade gold mineralization that is
  potentially amenable to underground mining. The federal government of the Republic
  of South Africa has jurisdiction over activities and communities, habitat users
  and other interests that may be affected by mining. In particular, the Department
  of Mines and Energy ("DME") has jurisdiction over the land on which the Burnstone
  property is located. South Africa's gold mines are ranked among the largest
  in the world. More gold has been produced from mines on the Witwatersrand basin
  of South Africa than from those in any other country.

2.     Funding Initiatives
   Equity and Property


On January 30, 2003, Great Basin completed an equity financing
  of approximately $10 million through the private placement of 5,600,000 Units
  at $1.80 per Unit. Each Unit consisted of one common share and one half of a
  common share purchase warrant exercisable at $1.80 per common share until January
  30, 2004.

On August 6, 2002, Great Basin and NYSE-listed Hecla Mining
  Company (“Hecla”) announced that they had signed Earn-in and Joint
  Operating Agreements for the Hollister Development Block, which encompasses
  an area including the Clementine-Gwenivere vein systems on the Ivanhoe Property.
  The Agreements provide that Hecla

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will be granted an option to earn a 50% working interest in
  the Hollister Development Block in return for funding a US$21.8 million, two-stage,
  advanced exploration and development program, or otherwise achieves commercial
  production, and issues 4 million Hecla share purchase warrants to Great Basin.
  Concurrent with in proportion to the Hecla warrants, Great Basin will issue
  2 million share purchase warrants to Hecla. As of the date of this Annual Report,
  Hecla had issued 2 million warrants to Great Basin, and Great Basin had issued
  1 million warrants to Hecla. For further details, see Item 4D1.

C.     Organizational Structure


Great Basin is based in British Columbia, Canada. Great Basin
  operates directly and through its wholly-owned Nevada subsidiary, Great Basin
  Gold Inc. Antler Peak Gold Inc. and Rodeo Creek Gold Inc. are wholly-owned Nevada
  subsidiaries of Great Basin Gold Inc. Touchstone Resources Company is a wholly-owned
  subsidiary of Rodeo Creek Gold Inc. Great Basin operates in South Africa through
  its indirect 100% owned subsidiary, Southgold Exploration (Proprietary) Limited.

Great Basin has a Yukon subsidiary, Pacific Sentinel Resources
  Inc., as well as two wholly owned subsidiaries in the Cayman Islands, N5C Resources
  Inc. and N6C Resources Inc. N6C Resources Inc has a wholly-owned subsidiary
  in the Republic of South Africa, Great Basin Gold RSA (Proprietary) Limited.

D.     Property, Plants and Equipment


Great Basin has no plant or equipment located on any of its
  properties.

Cautionary Note to US Readers Concerning the use of "Inferred Resources" and other Technical Terminology used in Canada

The technical discussions in this Form 20-F use the term "Inferred
  Resources" and other technical terms, which will be capitalized. U.S. readers
  are cautioned that while these terms are recognized and mandated by Canadian
  Securities Regulators, the U.S. Securities and Exchange Commission does not
  recognize them. For example, "Inferred Resources" have a great amount of uncertainty
  as to their nature, quality and quantity and to their actual or potential economic
  feasibility. It must not be assumed that all or any part of an Inferred Resource
  will ever be "ore" or upgraded to a higher category. Under Canadian mining disclosure
  rules, estimates of Inferred Resources may not be used to form the basis of
  feasibility or other economic studies, except for what is referred to as a 'Preliminary
  Assessment'. U.S. readers are cautioned not to assume that part or all of an
  Inferred Resource contains an economically meaningful amount of mineralization
  or that it is or will be economically mineable.

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(1a) The Ivanhoe Property, Nevada

Acquisition Agreements

(i) Newmont Agreement

Pursuant to the terms of a purchase agreement (the "Ivanhoe
  Purchase Agreement") dated August 13, 1997, between Newmont Exploration Limited,
  a Denver based international mining company ("Newmont"), Touchstone Resources
  Company ("Touchstone"), a Nevada company later acquired by Great Basin and Great
  Basin's USA holding company, Great Basin Gold Inc. ("GBGI"), GBGI's wholly owned
  subsidiary Rodeo Creek Gold Inc. ("RCGI") acquired Newmont's 75% interest in
  the Ivanhoe property. RCGI later acquired Touchstone (for 2.75 million Great
  Basin shares), which owned the other 25%, hence 100% of the Ivanhoe Property
  is now owned by Great Basin and its subsidiaries. A total of 504 claims are
  listed in the purchase agreement. Of these, 380 claims are subject to a 5% net
  smelter royalty ("NSR") held by Newmont Mining Corporation (which merged with
  Franco-Nevada Mining Corporation and Euro-Nevada Mining Corporation); and 45
  claims are subject to conditions under a lease agreement with the Hillcrest/Finley
  River partnership (described next paragraph). All claims are subject to annual
  maintenance payments to the Bureau of Land Management (BLM) and Elko County.

The 45-claim Hillcrest/Finley River claim block is under an
  80-year lease from the Hillcrest/Finley River partnership. Finley River Company,
  L.L.C. acquired the interest previously held by Auric Metals Corporation on
  October 27, 2000. This partnership retains an underlying NSR of 2% and receives
  annual lease payments of

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-14-

$50,000. In each 20-year renewal period the annual lease payments
  will be increased by US$5,000. Newmont Mining Corporation holds an additional
  net 3% NSR on the Hillcrest/Finley River claims.

Under the Ivanhoe Agreements, RCGI agreed to share Newmont's
  future reclamation costs for past mining at Ivanhoe on the basis of one third
  of such expenditures over US$4.5 million but less than US$6 million (US$500,000
  maximum) and 25% of expenditures over US$6 million. Under the Ivanhoe Purchase
  Agreement, Newmont retains title to 62 of the Ivanhoe Property mining claims
  (the "Reclamation Area") until reclamation is complete at which time RCGI will
  have the right, but not the obligation, to accept conveyance of the Reclamation
  Area for no further consideration. Newmont's original estimates for reclamation
  were in the US$4.5 -US$6 million range. Great Basin also purchased, as a condition
  of Touchstone entering into the Ivanhoe Purchase Agreement, 1,100,000 units
  (comprised of one common share and one warrant) in the capital of Cornucopia
  (the then-parent company of Touchstone), for $1.00 per unit. The shares comprised
  in these units were sold in 1998.

(ii) Other Ivanhoe Acquisition Agreements


The Robbie claims, acquired under lease on June 8, 1999, comprise
  107 claims covering an area of 3.1 square miles (8 square kilometres). Great
  Basin is obligated under terms of the lease to an annual lease payment of US$4,000,
  a 2% NSR and to maintain the claims in good standing with the BLM and Elko County.

In late 1997, the 109 contiguous claims comprising the Aagaard
  group were acquired under lease for US$30,000 per annum. In December 1999, the
  Aagaard claims were purchased for $50,000 and 75,000 Great Basin shares. There
  are no remaining royalties or lease payments on the Aagaard claims. All claims
  are subject to annual maintenance payments to the BLM and Elko County.

The 139 claims comprising the Ho claim group were acquired
  by staking in 1998. This claim group extends the Ivanhoe property position to
  the west and adds continuity to the northwest-trending portion of the Hollister
  deposit-area. There are no royalties on the Ho claims. All claims are subject
  to annual maintenance payments to the BLM and Elko County.

On July 13, 2001, the Company acquired the Sheep Corral property,
  consisting of sixty-five unpatented lode mining claims, under a Purchase Agreement
  between Pacific Spar Corp., Great Basin Gold Inc. and Rodeo Creek Gold Inc.
  ("Rodeo Creek"), a wholly owned subsidiary of Great Basin Gold Inc. Rodeo Creek
  made a payment of US$50,000 for assignment of the Property. The claims adjoin
  the northwest corner of the Ivanhoe Property. All claims are subject to annual
  maintenance payments to the BLM and Elko County.

At December 31, 2003, the Ivanhoe Property consists of a total
  of 924 unpatented claims, covering over 69 square kilometres, located on federal
  land administered by the BLM.

Other Property Agreements

Advanced Exploration and Development Agreement for the
  Hollister Development Block ("Hecla-Great Basin Agreement")

Great Basin completed an agreement dated August 2, 2002 (the
  "Earn-In Agreement") with Hecla Mining Company ("Hecla") (NYSE: HL) concerning
  exploration, development and production on the Hollister Development Block on
  Great Basin's Ivanhoe high-grade gold property.

The Earn-In Agreement provides Hecla with an option to earn
  a 50% working interest in an area of Great Basin's Ivanhoe Gold Project called
  the Hollister Development Block (the "Development Block") in return for funding
  a US$21.8 million, two-stage, advanced exploration and development program leading
  to commercial production. Hecla will operate the exploration and development
  programs. The Stage 1 program consists of underground development to access
  the eastern extremities of the gold veins identified to date, and underground
  drilling leading to the establishment of mineral reserves and completion of
  a feasibility study. Estimated costs for the completion of Stage 1 were initially
  estimated at US$10.3 million. Stage 2 consists of pre-production underground
  development leading to commercial operations from the Gwenivere and Clementine
  high-grade gold veins and is estimated to cost US$11.5 million. Upon earn-in,
  Hecla will also operate the mine.

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-15-

Hecla will vest with a 50% interest in the Development Block
  after it completes the two stages of exploration and development or completes
  the Stage 1 earn-in activities and achieves commercial production and in all
  cases issues share purchase warrants as described below. Hecla can also vest
  its 50% working interest by completing Stage 1 earn-in activities and by paying
  the amount of the Stage 2 costs or a cash amount (the lesser of US$11.5 million
  and US$21.8 million less actual Stage 1 costs) into the Joint Venture to fund
  development capital and issue all prescribed warrants.

Under the terms of the Earn-In Agreement, Hecla initiated
  engineering and permitting. Hecla obtained appropriate permits in May 2004 and
  it will continue with the Stage 1 expenditures and complete the program in an
  expeditious manner and to complete some on a best efforts diligent basis estimated
  to take approximately twelve months. Hecla must indicate its intention of proceeding
  to Stage 2 within 60 days of the completion of Stage 1, and then complete or
  fully fund the Stage 2 program within the period ending August 2, 2006.

A sliding scale Purchase Price Royalty on Hecla's share of
  production is payable in cash or in kind by Hecla to Great Basin. At a cash
  operating profit per ounce of gold equivalent in the range of US$100-200 per
  ounce, the royalty is equal to US$50 per ounce. The Royalty will be payable
  by Hecla commencing at the point it has recovered 115% of its Stage 1 and 2
  pre-production expenditures. From completed economic assessments, and taking
  into account expected pre-production revenues, it is estimated that recovery
  of the Stage 1 and 2 program costs plus 15% could occur as early as one year
  after commercial production.

Hecla issued 2 million Hecla common share purchase warrants
  (exercisable at US$3.73 per Hecla common share) to Great Basin and Great Basin
  issued to Hecla 1 million share purchase warrants (exercisable at C$1.55 per
  Great Basin common share). Hecla must issue an additional 1 million Hecla common
  share purchase warrants to Great Basin upon completion of Stage 1 and 1 million
  warrants on completion of Stage 2 in order to complete the earn-in.

Great Basin has issued to Hecla 1,000,000 share purchase warrants,
  and has agreed to issue 500,000 share purchase warrants on completion of the
  Stage 1 work program and 500,000 share purchase warrants on completion of the
  Stage 2 work program.

The warrants still issuable will be exercisable at a price,
  which is the weighted average closing price of Great Basin's shares on the TSX,
  and for the Hecla shares on the New York Stock Exchange, for the 20 trading
  days immediately prior to the issuance of the warrant.

Great Basin understands that Hecla currently has all permits
  and authorizations necessary for it to complete the Phase I earn-in expenditures
  of US$10.3 million. In late June, 2004 Hecla requested that Great Basin execute
  and also have executed by Newmont some further documentation which Hecla’s
  counsel advised Great Basin that he believes may be necessary to provide with
  certain additional assurances in connection with the program. Great Basin is
  currently having legal counsel review the appropriateness of the request.

Ivanhoe Property  Technical Summary

Readers are cautioned that certain historical information
  provided herein about the Ivanhoe Property, and the Carlin Trend on which it
  is located, uses terminology which is dated and so may not be comparable to
  the current discussion which employs mandated terminology.

The Ivanhoe Property is located northwest of Newmont and Barrick
  Gold's existing gold mines on Nevada's 50-mile (80-kilometre) long Carlin Trend
  gold belt (Figure 1). Current annual gold production from the Carlin Trend is
  nearly four million ounces; the district has produced over 30 million ounces
  since 1965. Carlin Trend reserves and mineralized material (resources) are currently
  estimated to contain over 77 million ounces of gold.

Exploration efforts by previous operators at Ivanhoe had focused
  on outlining near-surface gold mineralization. There was past open pit production
  of 115,696 ounces (3.6 million grams) of gold from the "Hollister" area of the
  Property.

Great Basin's exploration program has tested the potential
  for moderate to deep, high-grade gold deposits on the property. Two primary
  target-areas, Hollister and Hatter, were identified to explore for feeder veins
  at moderate depth and deeper, lower plate hosted gold systems. Great Basin has
  defined the orientation of gold feeder veins in the Hollister area, and prospective
  host rock stratigraphy in lower plate rocks in the Hollister and Hatter areas.
  On a more regional scale, a compilation and re-interpretation of property-wide
  exploration information in 2001 resulted in the important discovery of a second
  major structural trend on the property. The north-northwest trend of the newly
  identified fault structures is the same as the principal ore structures at several
  mines in northeastern Nevada that are related to the Mioceneaged Northern
  Nevada Rift. This new structural trend provides excellent potential to find
  significant, additional high-grade gold vein systems.

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The Company established the presence of a significant high-grade
  gold-silver mineralization in the Hollister area. An initial estimation of the
  mineralized material (resource) for the Clementine and Gwenivere high-grade
  veins was completed in 2001. Based on this mineralization (inferred resource),
  a preliminary assessment of capital and operating costs was done, indicating
  robust rates of return for a 600 ton per day underground operation utilizing
  toll milling.

In August 2002, Great Basin entered into an agreement with
  Hecla Mining Company, whereby Hecla can earn a 50% interest in the Hollister
  Development Block ("HDB"), an area within and constituting about 5% of the Ivanhoe
  property, by funding a two-stage advanced exploration and development program
  leading to commercial development of the Clementine-Gwenivere high grade vein
  systems. Hecla proceeded to initiate project planning, including applications
  for permitting for the HDB underground exploration and development program.
  Permit approvals were obtained in late March 2004.

Location and Access


The Ivanhoe Property is located at latitude 41 degrees 06'
  north and longitude 116 degrees 31' west, in Townships 37 and 38 North, Range
  48 East, Ivanhoe Mining District, Elko County, Nevada.

The shortest access to the Property is to travel from the
  Interstate 80 freeway corridor is by gravel roads, north of Battle Mountain,
  for over a distance of roughly 50 miles (80 kilometres). Battle Mountain is
  the nearest town with full service facilities. The nearest mining infrastructure
  is at the Dee Mine, located 8 miles (12.8 kilometres) by road to the southeast.
  Major power transmission lines lie just off the southeastern corner of the Property,
  and a sub-station is located 5 miles (8 kilometres) to the east. Elko is the
  support hub for mining operations on the Carlin Trend, and has a well-developed
  transportation network (air, rail, and road), workforce pool, and contractor
  service base.

Environmental Matters


Reclamation in the area of previous open pit production is
  nearing completion. Newmont will manage reclamation, and surface use in and
  around the Hollister mine area, until reclamation is completed. This area consists
  of 62 claims encompassing 1.1 square miles (2.8 square kilometres), and was
  funded by a US$4.5 million reclamation fund. Cost overruns, up to a total overrun
  of US$1.5 million, have been funded 33% by Newmont and 67% by Great Basin, and
  thereafter all amounts expended are funded as to 75% by Newmont and 25% by Great
  Basin.

During 1999, cumulative reclamation expenditures exceeded
  US$6,000,000 and as required by the agreement, the Company contributed 25% of
  the excess from 1999 to 2003. Newmont has advised that in order to complete
  the reclamation, the following property reclamation costs are budgeted over
  the next two years:

| |      |                         |     |         | The Company's 25% |    
| | ---- | ----------------------- | --- | ------- | ----------------- | ---
| | Year | Total Reclamation Costs |     |         | Share             |    
| | 2004 |                         | US$ | 25,042  |                   | US$
| | 2005 |                         |     | 161,042 |                   |    
| |      |                         | US$ | 186,084 |                   | US$

Property Geology


The Ivanhoe Project is situated near the northern end of the
  Carlin Trend, a northwest-trending, 50-mile (80-kilometre) long metallogenic
  corridor. The alignment of deposits along the Carlin Trend resulted from a long-lived,
  deep-seated northwest-oriented crustal fracture system; hydrothermal systems
  emplaced gold into receptive

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-17-

sedimentary and volcanic lithologies along the structural
  corridor. Accordingly, the key ore controls for Carlin-type gold deposits are
  a combination of structural preparation and favorable host rocks. As it is postulated
  that magmatic activity is a heat and/or metal source, association with intrusive
  rocks is an important geological factor in the occurrence of the Carlin Trend
  gold deposits.

The Ivanhoe stratigraphic section includes Ordovician sedimentary
  and mid-Eocene intrusive rocks that are covered by a thin veneer of Miocene
  volcanic and volcano-sedimentary rocks. Structure is an important ore control,
  and at the Ivanhoe Property typically occurs as high-angle faults with east-west,
  north-northwest and northeast trends. The intersection of these faults may be
  an especially critical control for gold mineralization.

The Hollister deposit is a large low-grade gold system in
  Miocene volcanic rocks. This deposit represents near-surface leakage from a
  deeper, high-grade gold feeder system, hosted by the Valmy Formation. In the
  area of the mineralized veins, the Ordovician Valmy Formation consists of light
  grey quartzites; dark grey, muddy or argillaceous quartzites; black sandy argillites;
  black massive argillites and black to grey laminated argillites. A core intercept
  of 2.4 feet grading 32.54 oz. Au/ton (0.7 metres grading 1,115.67 g Au/t) in
  the west Hollister area from 1994 drilling by Newmont was interpreted to be
  a high-grade feeder vein to the overlying volcanic-hosted disseminated gold
  mineralization. There were at least 34 such historic high-grade intersections
  in the Valmy Formation that required follow-up drilling.

The Hatter Stock is a 39 million year old biotite granodiorite
  intrusion. It has another significant, although less well understood, leakage
  anomaly associated with it and the surrounding Valmy Formation. Assays from
  younger crosscutting veins in the Hatter intrusion include ten feet of 0.731
  oz. Au/ton (3 metres of 25.06 g Au/tonne) and 20 feet of 0.736 oz. Au/ton (6.1
  metres of 25.23 g Au/tonne). The Valmy rocks on the west flank of the stock
  host low-grade intercepts, such as 85 feet at 0.025 oz. Au/ton (25.9 metres
  at 0.857 g Au/tonne) in brittle shear or fault zones.

Exploration History


The Ivanhoe district has a long mining history that started
  with mercury mining in the early 1900's. Various companies have explored for
  a variety of target types including porphyry molybdenum, uranium, and gold deposits
  over the period from the early 1960's until 1980. Gold exploration programs,
  conducted by United States Steel Corporation ("USX") from 1980 to 1986 and subsequently
  by the Cornucopia/Galactic joint venture from 1986 to 1992, focused on delineation
  and production from open pit oxide deposits. As a result of this work, oxide
  and sulphide mineralization (inferred resource) of 84 million tons at 0.034
  oz. Au/ton (76 million tonnes at 1.16 g Au/tonne), containing 2.8 million ounces,
  was estimated for the Hollister deposit.

Drilling by the joint venture delineated a 4.4 million ton
  (4.0 million tonne) core zone of mineralization grading 0.047 oz. Au/ton (1.61
  g Au/tonne), within a larger tonnage (inferred resource) of 18.4 million tons
  grading 0.034 oz. Au/ton used for the 1988 feasibility study. The deposit was
  placed into production in 1990. Mining from the Hollister area USX pits produced
  115,696 ounces (3.6 million grams) of gold from 3,271,954 tons mined to 1996.
  Newmont formed a 75-25 joint venture with Touchstone in 1992. Between 1992 and
  1994, Newmont conducted an extensive exploration program that included drilling,
  geological mapping, geochemical sampling, and geophysical surveys. The program
  targeted near-surface mineralization that Newmont ultimately decided did not
  warrant further work.

Reclamation in the area of previous open pit production is
  nearing completion. Newmont will manage reclamation, and surface use in and
  around the Hollister mine area, until reclamation is completed. This area consists
  of 62 claims encompassing 1.1 square miles (2.8 square kilometres), and was
  funded by a US$4.5 million reclamation fund. Cost overruns, up to a total overrun
  of US$1.5 million, are being funded 33% each by Newmont, Great Basin, and Touchstone,
  and thereafter 75% by Newmont with the balance payable by Great Basin. Great
  Basin has access to explore within the reclaimed areas, subject to Newmont's
  approval (which has been obtained expeditiously in all cases to date) during
  the time reclamation is being completed.

Great Basin's exploration program at Ivanhoe has focused on
  the location of high-grade gold deposits that are mineable by underground methods.
  In general, exploration will be based on comparisons to the Midas deposit at
  the Ken Snyder Mine, located to the northwest and the Goldstrike area (i.e.
  Post-Betze and associated deposits) located to the southeast along the Carlin
  Trend. The comparison with the deposits at Ken Snyder is based on the similarity
  in style and mineralogy of the feeder veins that have been intersected beneath
  the Hollister deposit to those at the

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-18-

Midas discovery. The comparison with Goldstrike is based on
  the similarity of: the size and tenor of the gold leakage anomalies in both
  the Hollister and Hatter areas; the ore controlling structures; the Lower Paleozoic
  stratigraphy; and the association of mineralization with an intermediate composition
  intrusive body (i.e. the Hatter Stock).

The best exploration potential for the more traditional Carlin-style
  deposits in the lower plate rocks occur at depths ranging from 5,000 to 6,000
  feet (1,524 to 1,829 metres) in the silty carbonate host rocks of the Rodeo
  Creek, Popovich and Roberts Mountain Formations. Deep drilling by Newmont in
  1996 on the northern margin of the Little Boulder Basin stock east of Goldstrike
  discovered high-grade gold zones at over 6,000 feet (1,828 metres) below the
  surface. Two intercepts from this zone averaged 206 feet of 0.146 oz. Au/ton
  (62.8 metres of 5.0 g/t) including 22.5 feet of 0.570 oz Au/ton (6.8 metres
  of 19.54 g/t). The Little Boulder Basin discovery may provide the best analogy
  to the deep exploration planned for the Hatter area and the Ivanhoe Property
  as a whole, as it demonstrates that high-grade gold mineralization exists over
  a considerable range of vertical depth throughout the Carlin Trend.

Hollister Development Block


An initial drilling program by Great Basin at Hollister in
  January 1998 tested for vein systems related to the +30 oz. Au/ton (+1,029 g
  Au/tonne) core intercept encountered by Newmont in 1994. Using a N40E oriented
  fence of six vertical core holes at 25 foot (7.6 metre) spacing, Great Basin's
  drilling crosscut high-grade intercepts in the northern area of the deposit.
  Hole IH004 pierced a very high-grade vein zone of 4.6 feet grading 11.13 oz.
  Au/ton and 103.4 oz. Ag/ton (1.4 metres grading 381.6 g/t Au and 3,545.17 g/t
  Ag) within a thicker interval of 10.6 feet assaying 4.96 oz. Au/ton and 47.8
  oz. Ag/ton (3.23 metres at 170.06 g/t Au and 1,638.87 g/t Ag). Unlike the Newmont
  drilling, this hole was not lost and another intercept of 12.6 feet grading
  1.64 oz. Au/ton and 39.0 oz. Ag/ton (3.84 metres at 56.23 g/t Au and 1,337.15
  g/t Ag) was intersected further down the hole.

The 1998 drilling program encountered the first reported quartz-silver-selenide-electrum
  veining reported in the Valmy Formation and the Ivanhoe area. The first hole
  in the fence of drilling, IH002, intercepted a very thick banded, brecciated
  and cockscomb-textured micro to cryptocrystalline quartz vein zone with minor
  disseminated sulphides. This style of veining had not previously been demonstrated
  in the upper plate Valmy rocks anywhere on the Carlin Trend. Smaller but similar
  vein intercepts were found in 5 of the 6 holes, with the higher-grade zones
  in 1H004 displaying the most interesting vein and sulfide mineralogy. Great
  Basin's geologists noted several similarities with high-grade core samples from
  the nearby Ken Snyder Mine in the Midas District, owned by Franco-Nevada Mining
  Corp. These include visible electrum, a black silver selenide series mineral
  naumannite-aguilarite, and quartz vein banding with quartz pseudomorphs after
  bladed calcite; the presence of electrum, naumannite-aguilarite, pyrite, and
  kaolinite - an assemblage similar to that in the Midas area  was later
  confirmed by petrographic work. The vein zones at Midas are hosted in volcanic
  rocks, which are age-equivalent to the Tertiary bi-modal suite overlying the
  Ivanhoe area. These same volcanic rocks do not appear to host vein zones at
  Hollister, but rather, occur as diffuse argillic-altered zones of low-grade
  gold mineralization. The Midas-style veining at Hollister is hosted predominantly
  in the underlying Ordovician-aged upper plate Valmy Formation.

The similarities between Hollister and Midas prompted Great
  Basin to design an exploration program to test for lateral continuity of the
  newly discovered veining along a postulated N47W strike to the vein zones, and
  other potential vein directions. Significant results were obtained in all four
  holes drilled.

Great Basin planned and implemented a two-phase $5.0 million
  exploration program in 1999 to test the newly interpreted and defined multiple
  vein systems beneath the Hollister deposit. This program included drilling angled
  core holes to establish the presence and continuity of this high-grade gold-silver
  system. Drill holes tested projected intersections of anticipated major ore-controlling
  structures trending northeast, east and northwest beneath the Hollister deposit;
  59 holes totalling 47,827 feet (14,578 metres) were drilled. Geological mapping
  and compilation of all existing data at Hollister and Hatter was also done that
  generated additional high-grade structural targets for drilling.

The 1999 drilling program resulted in the discovery and initial
  delineation of two high-grade gold-silver vein systems, Clementine and Gwenivere,
  in the Valmy Formation rocks beneath the Hollister deposit. At the end of 1999,
  these vein systems had been drilled over respective east-west strike lengths
  of 1,800 feet (550 metres) and 1,000 feet (305 metres).

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-19-

Approximately $10.0 million was spent on exploration in 2000,
  including 143 drill holes, totalling 141,832 feet (43,230 metres). The Clementine
  system was outlined over a strike length of 3,000 feet (914 metres), and the
  Gwenivere system over a strike length of 2,000 feet (610 metres). A third system,
  called South Gwenivere, was also discovered and traced over at least 500 feet
  (152 metres). Outside of the immediate Hollister area, drilling at Velvet, an
  area located 1,400 feet (425 metres) north of the Clementine vein system, encountered
  high-grade gold mineralization in a new vein system. Rotary hole 204 returned
  15 feet of 0.56 oz. Au /ton, (4.6 metres of 19.20 g/t Au) including 5 feet of
  1.04 oz. Au /ton (1.5 metres of 35.65 g/t Au) in a banded quartz vein intersection
  in Valmy Formation quartzites.

Drilling through 2001 continued to delineate the strike length
  and number of gold-silver drill intercepts on the Clementine and Gwenivere vein
  systems. To December 31, 2001, Great Basin completed a total of 205,443 feet
  (62,619 metres) of drilling in 216 combined reverse circulation precollar and
  core tail holes.

Current Estimates of Mineralization


In October 2001, Behre Dolbear & Company Ltd. was retained
  by the Company to audit Great Basin's internal preliminary estimate of the mineralized
  material (resource) for the high-grade epithermal gold-silver veins that make
  up the Ivanhoe deposit. The independent qualified person for the estimate is
  James A. Currie, P.Eng.

Resource modeling was carried out using a three-dimensional
  solid geological model for each vein, and grade estimation for blocks within
  a vein using capped assay samples within the same vein. The total inferred resource
  estimated for the Clementine, Gwenieve and South Gwenivere veins is 719 million
  tons grading 1.29 oz/ton gold and 7.0 oz/ton silver, containing 926,000 ounces
  of gold and 5,033,000 ounces of silver (about 1 million ounces of gold equivalent)
  at a 0.25 oz/ton gold cut-off.

Based on the detailed review, Behre Dolbear concluded that
  the preliminary estimate of the mineralized material (resource) was conducted
  in accordance with parameters conforming to Canadian Securities Association
  (CSA) National Instrument (NI) 43-101 and NI 43-101CP. The drill hole database
  was monitored and maintained by a rigorous QA/QC program, which was above the
  industry standard. Modeling procedures and parameters used by Great Basin are
  consistent with industry standards. Great Basin understands the preliminary
  nature of the estimate for the Ivanhoe deposit and as such, only classified
  the mineralized material (resource) as inferred. As the inferred resource, by
  definition of CSA NI 43-101CP, was estimated based on reasonably assured, but
  not confirmed geological and grade continuity, significant uncertainty is present
  for the estimate. Additional sampling work for the project may significantly
  alter the estimate.

Preliminary Engineering Metallurgical Testwork


In July of 2000 and continuing into 2001, Kappes, Cassiday
  and Associates were retained to conduct metallurgical testwork on three representative
  geometallurgical samples from the Ivanhoe deposits. These are (1) banded quartz
  adularia illite with gold and silver in quartzite; (2) kaolinite mineralization
  with cryptic gold; and (3) banded quartz adularia illite vein with gold and
  silver in argillite.

The work was carried out on fresh drill core samples composited
  at ALS Chemex Labs in Elko. A series of standard 96 hour, direct cyanidation,
  bottle-roll tests were completed with varying grind size, cyanide consumption
  and reactive carbon. Recoveries of 95% gold and 90% silver were achieved for
  quartzite-hosted veins at grinds of less than 106 microns in 48 hours with excess
  cyanide. Argillite hosted veins yielded recoveries of 96% gold and 94% silver
  at grinds of less than 62 microns in 24 hours under excess cyanide conditions.
  Recoveries of 97% gold and 92% silver were achieved in 48 hours for kaolinitic
  mineralization at the same grind and cyanide conditions as the argillite suite.

The results of the milling studies conducted by Kappes Cassiday
  indicate the ore types likely to be mined at Ivanhoe could be processed to commercially
  acceptable metal recoveries. Conventional crushing, grinding and CIL sodium
  cyanide leach processing followed by carbon absorption would yield a high-grade
  gold/silver dore that would be refined to 99.999% pure gold and silver.

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-20-

Preliminary Assessment

A Preliminary Assessment is defined under CSA National Instrument
  43-101 as an economic evaluation that uses inferred resources. It is preliminary
  in nature and includes inferred resources that are considered too speculative
  geologically to have the considerations applied to them that would enable them
  to be categorized as mineral reserves. There is no certainty that the Preliminary
  Assessment will be realized.

Since the level of engineering is preliminary, the criteria,
  methods and estimates are conceptual. They are mainly based on established industry
  practice and prior cost experience. Further, Elko County is a well-developed
  mining district that has significant mining infrastructure and a comprehensive
  history of associated costs. Costs are not based on detailed engineering and
  are at the preliminary assessment or conceptual level. For the purpose of this
  evaluation, advice on mining methods and costs were obtained from Hecla Mining
  Company, experienced vein miners who recently operated the Rosebud mine northwest
  of Ivanhoe; Dynatec Corporation, who were the prime construction contractors
  and then contract operators of the nearby Ken Snyder mine at Midas; and Merit
  Consultants International Inc., who have managed several construction projects
  in the Carlin Trend.

The preliminary economic assessment utilized a capital cost
  of US$22 million and an operating cost of US$100 per ton of ore, based on a
  combination of cut and fill (50%) and shrinkage stope mining (50%), adit access,
  a base case production rate of 600 tons of ore per day and toll milling. Financial
  modeling indicates that the Ivanhoe project is financially very attractive and
  can withstand a combination of relatively pessimistic input assumptions related
  to geology, mining parameters and metal prices. Base case metal prices of US$275/oz
  gold and US$4.50/oz silver (with 50% mining dilution at zero grade) yield a
  cash cost of US$114/oz gold equivalent (including head office costs) and a total
  cash cost of US$134/oz gold equivalent (including royalties and off property
  costs). Under these parameters, the payback period (pre-tax) is less than ten
  months.

Within a range of metal prices from US$325/oz gold and US$5.00/oz
  silver to US$250/oz gold and US$4.25/oz silver, the base case rates of return
  are excellent, varying from 157% to 94%, and the present values (discounted
  at 8%) range from $112 million to $61 million, prior to income taxes. At metal
  prices of US$275/oz gold and US$4.50/oz silver sensitivities to mining dilution
  (from 50% to 100% at zero grade) resulted in rates of return ranging from 116%
  to 59% prior to income tax. Even at lower metal prices of US$250/oz gold and
  US$4.25/oz silver and 100% mining dilution at zero grade, the rate of return
  is still a relatively high 42%.

The assessment of the Ivanhoe project indicates that the project
  is sufficiently robust that continued work is warranted to take the property
  through the steps of pre-feasibility, feasibility and production. A comprehensive
  underground exploration and development program was proposed. This phase of
  work is planned under the agreements with Hecla.




In 2002 and 2003, most activity related to the Ivanhoe property
  was conducted by Hecla, and directed toward gaining permits for the underground
  exploration and development program. The Nevada Bureau of Land Management announced
  a finding of "Finding of No Significant Impact" and "Decision Record" in March
  2004.

Other Exploration Potential


The last hole completed in 2001, IH-214, was designed to test
  for the presence of Devonian carbonates (Popovich and Roberts Mountain Formations)
  beneath the Roberts Mountain Thrust in the Hollister area. A precollar was drilled
  and cased to 1,400 feet (425 metres), then core drilling proceeded to 5,500
  feet (1,675 metres) using HQ equipment, and was changed to NQ equipment to total
  depth of 6,940 feet (2,115 metres). The deep hole shows that the platform carbonates
  of the Roberts Mountain Formation extend west under the Hollister deposit. Samples
  from the base of the Rodeo Creek Formation immediately above the Roberts Mountain
  Formation (the location of many of the Carlin Trend deposits) are anomalous
  in Au, Ag, As and Sb, although the intersection is not of ore grade. However,
  the presence of mineralization in stratigraphy indicates that many of the criteria
  contributing to the formation of a "Carlin-type" deposit could be present beneath
  the Hollister-Hatter area.

In addition, a re-interpretation of exploration information
  for the eastern half of the property resulted in the recognition of a second
  major structural trend on the Ivanhoe property. The north-northwest trend of
  the newly

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-21-

identified major fault structures is the same as the principal
  ore-bearing structure at Ken Snyder and other mines in northeastern Nevada.
  This new structural trend provides potential to find significant, additional
  high-grade gold vein systems.

Sampling and Analyses


This is a summary of the procedures used on the Ivanhoe project
  by Great Basin from 1998 to 2001. Primary exploration targets in the Ordovician
  Valmy Formation were sampled by HQ (2.5 inch/6.35 cm diameter) core drilling;
  a few holes are NQ (1.875 inch/4.76 cm) core. The average recovery for all cores
  is 91.7%, and 91.3% within mineralized intervals. Drill core was generally sampled
  over geologically defined intervals, averaging 4.8 feet (1.46 metres). About
  96.9% of core intervals were sampled by mechanical splitting; the remainder
  is sawn (3%) and or sampled whole (0.1%) . The average length-wise half-split
  sample provides 12 pounds (5.4 kg) of material. The remaining half core was
  returned to the boxes and stored at Battle Mountain.

To assess secondary exploration targets, which occur in the
  overlying Tertiary rocks, all cuttings/chips from the 6-inch (15.2 cm) diameter
  Reverse Circulation pre-collar drill holes are passed through a cyclone. From
  this, 8 to 10 pound (3.6 to 4.5 kg) sub-samples were collected for every 5 feet
  (1.5 metres) of hole drilled, wherever recovery is sufficient to provide a representative
  sample. The samples were picked up at the drill rig and transported by laboratory
  personnel to the ALS Chemex in Elko, where regular mainstream samples and blanks
  are dried, weighed, crushed and pulverized, Great Basin standard reference samples
  are inserted and crushed and splits for duplicates are taken for analysis at
  a second laboratory.

Pulverized assay samples were shipped by truck from Elko to
  the ALS Chemex laboratory in Sparks, Nevada. Regular samples were forwarded
  by air express to ALS Chemex main laboratory in North Vancouver, British Columbia,
  Canada for assay analysis. In some instances, a second set of priority samples
  was assayed at the ALS Chemex facility at Sparks.

ALS Chemex, North Vancouver, BC is the "primary lab", and
  did all regular mainstream Au and Ag from IH-008 (mid-1998 to 2001), and all
  1998-2001 ICP, and 1999-2001 metallics for Au and Ag.

ALS Chemex, Sparks, Nevada did all 1998 Au, Ag and metallics
  for Au and Ag to hole IH-008, and "Priority" samples in 1999-2000. The latter
  are a select set of "rush" priority samples are also analyzed for gold and silver
  in Sparks, when the data is needed for news release prior to the completion
  of the North Vancouver results.

American Assay Lab, Sparks, Nevada is the "second lab", and
  did most duplicate assays 1998-2001, plus standard reference sample homogenization,
  splitting and round robin analysis in 1998.

In 1998, Bondar-Clegg, Sparks, Nevada and North Vancouver,
  BC did standard preparation and some duplicates; and Assayers Canada, Vancouver,
  BC did some duplicates.

All regular core, RC and duplicate samples are assayed for
  gold by 30 g lead collection fire assay (FA) fusions with an atomic absorption
  spectroscopy (AAS) finish; most results are reported in parts per billion (ppb).
  Gold analyses greater than 10,000 ppb are re-analyzed by 1 assay ton FA fusion,
  with a gravimetric (Grav) finish; most results are reported in grams per tonne
  (g/t). Core samples are also assayed for silver by nitric-hydrochloric acid
  digestion and AAS finish with results reported in grams/tonne. Silver assays
  of >350 g/t are re-analyzed by one-half assay ton FA fusion with Grav finish.

All core samples and any RC samples with gold values of >2000
  ppb are analyzed for 35 elements by Aqua Regia digestion, Inductively-Coupled
  Plasma Atomic Emission Spectroscopy (ICP-AES). The ICP report includes a silver
  result in ppm, and this value is used in the drill hole database, if no other
  silver analysis was available (i.e. most RC samples). If the RC sample returns
  an ICP-AES silver result of >100 g/t, it is re-analyzed for silver by nitric-hydrochloric
  acid digestion AAS finish. If this subsequent AAS result returns a >350 g/t
  value, then a silver assay is performed using FA-Grav finish.

Forty-one samples from drill holes IH-002 through IH-004 were
  analyzed for arsenic (As), antimony (Sb), selenium (Se) and mercury (Hg) by
  AAS in addition to ICP. The following analytical methods were used: As in parts
  per

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-22-

million (ppm) by HNO3-Aqua Regia digestion, hydride
  AAS, Sb and Se (ppm) by HCl-KClO3 digestion, organic extraction AAS,
  and Hg (ppb) by HNO3-HCl digestion flameless AAS.

Since 1998, a total of 92 samples were selected for metallic
  gold assays, and 45 for metallic silver assays. These analyses are performed
  on an approximately 1000-gram sub-sample, which is pulverized and screened at
  150 mesh (106 microns). The material passing 150 mesh is assayed using the regular
  assay protocol described above. The +150 mesh material is weighed and the entire
  portion is run by FA-Grav. In 1998 (holes IH-002 through IH-007), no regular
  Au-Ag assays were done if Au-Ag metallics were run.

Duplicate samples taken in Elko are pulverized and assayed
  for gold at American Assay Laboratories, in Sparks, Nevada using the same method
  as ALS Chemex.

Quality Control

Additional analyses required for the quality assurance/quality
  control (QAQC) program exceed 10% of the overall analytical results for drill
  core, and is separate from the internal procedures used at the analytical laboratories
  themselves. There are five main samples types:

MS  Regular or mainstream samples were submitted
  for preparation and analysis at the primary lab. Constitute about 90% of total
  number of results.

ST  Mineralized standard or reference sample
  pulps, of known precious metal concentration, prepared from coarse drill rejects
  from earlier Ivanhoe drilling. Standards were submitted for analysis at the
  primary lab as consecutively numbered pulps within each batch of mainstream
  pulps. About 1 in 20 samples are ST, or 4.9% of total.

DP  Duplicate samples, of which there are three
  basic sub-types:

|(a) | Lab-Lab  A second split taken from coarse
        sub-sample with the same sample number for pulverization and analysis
        at a second lab. About 1 in 20 samples, or 4.9% of total.                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | Selected  A second split was taken, usually
        based on grade, after the initial analytical results are received. These
        samples may or may not be re-numbered, and may be assayed at the primary,
        secondary, or other lab.                               
|   
|(c) | In Line  A second split was taken from the
        in the field or from the coarse sub-sample and given the next consecutive
        sample number, for pulverization and analysis with the MS samples at the
        primary lab immediately following the duplicated sample.

SD  Duplicates of standard reference samples
  were submitted for analysis with lab-lab duplicates at a second lab in (a) above.
  Constitute about 1 in 13 of DP samples, or 0.3% of the total.

BL  Coarse blank sample (basically a standard
  with no appreciable grade) that was inserted immediately following a visibly
  high-grade sample through crushing, pulverization and analytical stages at the
  primary lab. Frequency varies, usually inserted to follow visible high-grade
  samples, about 0.3% of total.

Sample Storage and Security

Core samples were transported from the drill to a locked,
  indoor company warehouse in Battle Mountain, Nevada for geotechnical logging,
  geological logging, sample selection, quality control designation and sampling
  by Company personnel. After sampling, the remaining half core was returned to
  the boxes and stored at Battle Mountain.

All sample pulps and rejects are retained at the respective
  analytical laboratories in the year they are drilled. In the year following
  all pulps are returned to Great Basin and retained indefinitely. The primary
  pulps (preparation pulps) are stored at a warehouse in Battle Mountain. Secondary
  (analytical pulps) are stored at a warehouse in Port Kells, British Columbia.
  Selected RC and drill core crushed rejects are stored at a warehouse in Battle
  Mountain.

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-23-

Plan of Operation  Exploration and Development
  in 2004

The Stage 1 program consists of underground development to
  access the eastern extremities of the gold veins identified to date, and underground
  drilling leading to the establishment of mineral reserves and completion of
  a feasibility study. Stage 2 consists of pre-production underground development
  leading to commercial operations from the Gwenivere and Clementine high-grade
  gold veins. The proposed layout for the underground access to the veins and
  drill stations is shown in Figure 2.



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-24-

(1b)Golden Cloud Property, Nevada

Location and Access

The Golden Property is contiguous with the southern boundary
  of the Ivanhoe property, about 3 kilometres south of the Hollister Development
  Block. It is located in Elko County, Nevada, about 100 kilometres by road from
  Elko.

Property and Ownership


On August 26, 2003, the Company entered into an agreement
  with Atna Resources Ltd. ("Atna") to acquire a 70% interest in the Golden Cloud
  Property, located in Elko County, Nevada. The 3,000-acre (1,200 hectare) property
  comprises 179 mineral claims, and is contiguous with the southern boundary of
  the Ivanhoe claim block.

Great Basin can earn a 70% interest in the property by spending
  US$2,500,000 on exploration and development over five years, including a minimum
  of 30,000 feet of drilling, making cash payments totalling US$400,000 to Atna,
  and by assuming underlying option and property maintenance payments, including
  annual state rental payments of US$17,900. Upon fulfilling the earn-in requirements,
  the companies would form a 70/30 joint venture for further exploration and development
  of the property.

Geology


The geology is similar to the Ivanhoe property, mainly consisting
  of a sequence of Miocene bimodal volcanic rocks, consisting of andesitic basalts
  and felsic tuff and tuffaceous sedimentary rocks, overlying Paleozoic sedimentary
  rocks. The sequence is offset by northwesterly trending faults.

Fine-grained silica, indicative of the upper levels of an
  epithermal system have replaced the tuffs, locally, and filled the open spaces
  in the andesitic rocks. Rock samples show that this chalcedonic silica contains
  anomalous amounts of mercury and gold, which on the adjacent Ivanhoe and Silver
  Cloud properties, is indicative of higher-grade gold mineralization at depth.

Exploration History


In the early 1990's, Newmont Exploration Inc and Touchstone
  Resources Ltd conducted reverse circulation drilling along the eastern margin
  or the Golden Cloud property, and on the adjoining Silver Cloud property. No
  significant intercepts were encountered from the drilling on either property,
  but Placer Dome Inc and Teck Cominco American Inc have recently made a drill
  discovery on the Silver Cloud property.

The principal target at Golden Cloud is a bonanza style'
  epithermal vein gold deposit. Outcrops of silica sinter and silica replacement
  bodies with widespread cinnabar mineralization are developed on the property,
  and occur within Tertiary 15 million year old (Ma) volcanic flows and tuffs.
  Historically, some of the sinters associated with gold deposits in the vicinity
  of Golden Cloud were mined for their mercury content. Golden Cloud, however,
  is a new discovery. Gravity anomalies, magnetic anomalies, and mineralized fractures
  and sinter trends on the property suggest northwest and north-northwest trending
  structures, similar to ore-hosting structures at the Silver Cloud deposit and
  the Midas deposit at Newmont's Ken Snyder mine. The gravity survey results also
  indicate a potential high in the basement rocks underlying Golden Cloud's silica
  cap.

Geological, geophysical and geochemical surveys by Atna in
  early 2003 also identified a second target area on the northern part of the
  property: an extensive, structurally-controlled zone of sinter and silicified
  volcanic rocks that strikes northward toward the area of the past producing
  Hollister pit and its feeder vein sets (Clementine & Gwenivere) on the Ivanhoe
  property.

Recent Exploration

Great Basin mapped and sampled these areas in late 2003 to
  define targets for drilling. Several structural zones, with associated alteration
  and anomalous mercury and gold values were identified.

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-25-

Sampling and Analyses

All cuttings/chips from the 5 3⁄4 inch (14.6 cm) diameter
  Reverse Circulation pre-collar drill holes are passed through a cyclone and
  a rotating splitter. From this, 10 to 15 pound (4.5 to 7.0 kg) sub-samples are
  collected for every 5 feet (1.5 metres) of hole drilled, wherever recovery is
  sufficient to provide a representative sample. The samples are picked up at
  the drill rig and transported by laboratory personnel to the American Assays
  Laboratories in Sparks, Nevada, where regular mainstream samples and blanks
  are dried, weighed, crushed and pulverized and analysed.

All regular core, RC and duplicate samples are assayed for
  gold by 30 g lead collection fire assay (FA) fusions with an atomic absorption
  spectroscopy (AAS) finish; most results are reported in parts per billion (ppb).
  Gold analyses greater than 10,000 ppb are re-analyzed by 1 assay ton lead collection
  FA fusion, with a gravimetric finish; most results are reported in grams per
  tonne (g/t).

Plan of Operation  Exploration in 2004


Approximately 1,600 metres (5,000 feet) of reverse circulation
  drilling is planned to test for epithermal alteration and disseminated gold
  mineralization at depth. The estimated cost, all in, is $187,600 (US$134,000).

(2) Witwatersrand Basin, South Africa The Burnstone Gold Property, Mpumalanga Province Property Agreements


Great Basin entered into an option agreement date November
  5, 2002 ("the Agreement") to purchase 100% of Southgold Exploration (Proprietary)
  Limited ("Southgold"), a privately held South African corporation that holds
  rights to purchase the Burnstone property. Great Basin exercised the option
  in two tranches in April 2003 and January 2004, and thus holds a 100% interest
  in the Burnstone Gold Project through its subsidiary Southgold, subject to government
  legislation that provides for Historically Disadvantaged South Africans ("HDSA")
  to earn an interest in mining.

Prior to November 2002, Southgold entered into a joint venture
  agreement with Tranter Investments (Proprietary) Limited ("Tranter"), an HDSA
  partner, whereby Tranter was granted an option, exercisable on completion of
  a Bankable Feasibility Study, to acquire a 20% participating interest in the
  Burnstone project by reimbursing 20% of historic costs to that exercise date.
  Tranter would thereafter maintain its 20% participating joint venture interest
  by funding its pro-rata share of all development, construction and property
  costs after the completion of a Bankable Feasibility Study. Tranter would also
  have the right, subject to certain conditions, to purchase on commercial terms
  an additional 6% participation interest in the Burnstone Joint Venture. This
  joint venture agreement was subject to the satisfaction of certain conditions
  by March 31 2003, which were not met and, consequently the agreement expired.
  The Company and Tranter are, however, working together to extend or modify the
  agreement on mutually acceptable terms and conditions.

On signing the Agreement with Southgold and its shareholders,
  Great Basin paid US$1.25 million (C$2,007,561) for the right to acquire the
  option and to explore the Burnstone Gold Property and also agreed to conduct
  a US$1.5 million work program prior to April 30, 2003 (completed). Great Basin
  exercised its option and completed the purchase of Southgold by making cash
  and Great Basin share and share purchase warrant payments to Southgold's shareholders
  in two staged tranches, totalling US$2 million, 21 million Great Basin shares
  and 10.5 million Great Basin share purchase warrants exercisable at US$0.75
  for one year from the date of issuance. The share purchase warrants are subject
  to a 45 day accelerated expiry clause if Great Basin shares trade at over US$1.50
  for 20 consecutive trading days.

The Great Basin shares issued to Southgold shareholders are
  subject to a voting trust agreement, whereby the holders have undertaken to
  vote with Great Basin management for a period of five years. Southgold shareholders
  are entitled to nominate two members to the Board of Directors of Great Basin.
  Additional shares may also become issuable by Great Basin to Southgold's shareholders
  depending on certain outcomes with respect to the Bankable Feasibility Study,
  such as the quantity of gold reserves, gold production costs, and the actual
  cost of the study.

---

-26-

In the fourth quarter, pursuant to a Prospecting Agreement
  between GFL Mining Services Limited ("GFL"), Randex Limited ("Randex")
  and Southgold, Southgold elected to purchase certain mineral rights held by
  GFL and Randex (“the GFL/Randex mineral rights”) for 35 million
  South African Rand ("ZAR"), or approximately C$6.7 million. The GFL/Randex
  mineral rights, totaling 11,563 hectares, comprise the core of the Burnstone
  Property. Great Basin funded Southgold's purchase of these rights by way of
  a cash payment in the amount of ZAR 35 million.

Technical Summary  Burnstone Project

The following was summarized from company information and
  reports completed for Great Basin by Behre Dolbear & Company and GeoActiv
  (Proprietary) Limited.

Access, Climate and Physiography


The Burnstone property is located about 80 kilometres southeast
  of Johannesburg and just east of Balfour, in the Mpumalanga Province of the
  Republic of South Africa (Figure 3). The property is situated in a physiographic
  region known as the South African Highveld, lying at an altitude of 1,670 metres.
  Topographic relief in the area is primarily gently rolling grassland terrain.
  The area has a mild climate, with about six weeks of chill and frost in midwinter
  (July-August). Due to the relatively high altitude the winter nights can be
  cool. The rainy season occurs during the summer and drought conditions usually
  prevail in winter. Summer rainstorms are often ferocious and can be accompanied
  by substantial lightning. Hailstorms are an occasional occurrence.

The project is located close to a major highway and several
  roads cross the property that accesses the village of Balfour. The property
  is also crossed by national Eskom grid power lines and by two rail lines, one
  being the main Johannesburg, Durban trunk line. The Rand Water Board trunk water
  main into Balfour has excess pipeline capacity sufficient to service the mine/mill
  needs.




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-27-

Mineral Rights Holdings

The Burnstone project encompasses 45,676 hectares, encompassing
  portions of 22 farms as shown in Figure 4. A summary of the mineral rights currently
  under option are tabulated below:



|Owner            | Hectares | %   
|---------------- | -------- | ----
|Gold Fields      | 13,568   | 30% 
|Rietbult Estates | 7,288    | 16% 
|Southgold        | 2,287    | 5%  
|Taurus           | 1,365    | 3%  
|Puma             | 2,744    | 6%  
|Private          | 18,424   | 40% 
|TOTAL            | 45,676   | 100%

Surface rights will be acquired in accordance with South African
  mining land tenure regulations should the Burnstone Project proceed to development.

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Regional Geology

Gold was discovered in 1886 in the present city of Johannesburg.
  Through 1994, more than 1.4 billion ounces of gold at an average grade of 9.5
  g/t have been produced from the auriferous conglomerate placers (locally called
  "reefs") of the Witwatersrand Basin. Seven major gold fields have been developed
  within the Basin. The Central Rand, West Rand, East Rand and Klerksdorp goldfields
  all contain outcrops of the auriferous placers, whereas those of the remaining
  three goldfields occur beneath a cover of younger rocks, up to 3,000 metres
  thick. Several smaller goldfields have also been exploited.

The Witwatersrand goldfields are considered to signify major,
  diachronous, entry points of coarse-grained sediment into the Basin. The deposits
  formed probably represent laterally-coalesced fluvial braid-plains, where gold
  was concentrated within conglomerates ("reefs", in local mining terminology)
  developed primarily on diachronous unconformities. Those parts of the proposed
  braid-plains that contain economic gold concentrations commonly extend for several
  kilometres down depositional dip, and for up to 50 kilometres along depositional
  strike. There are some "gaps" between goldfields where no economic placers have
  been discovered.

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

The Witwatersrand Basin has been affected by several structural
  events, superimposed one on the other. Many studies now differentiate between
  deformation that was taking place during deposition of the Witwatersrand sediments
  and subsequent deformation. Syn-depositional deformation played a key role in
  the distribution of sediment input and also controlled the occurrence of auriferous
  conglomerates and the thickness of enclosing sediment packages. Later faulting
  and buckling of the sequence determined which parts of the basin remained buried,
  as well as the depths to mineable horizons, relative to the present-day surface.

Over 70 ore minerals have been identified in the Witwatersrand
  conglomerate reefs. Certain minerals, such as zircon and chromite, occur mainly
  as compact, well-rounded grains, which have obviously been eroded from the source
  area and mechanically abraded during fluvial transport. Other minerals, such
  as pyrrhotite, pyrite and leucoxene, either have crystalline outlines indicating
  in-situ growth, or replacement textures, which demonstrate overgrowth onto,
  or alteration of, a pre-existing detrital phase. Some minerals, pyrite is the
  best example, demonstrate a variety of textures and may be detrital and post-depositional.
  Such observations provide the basis for a paragenetic sequence of mineralization
  comprising three stages: (1) detrital minerals that accumulated during sediment
  deposition; (2) a principal period of secondary pyrite formation; and (3) a
  period of gold remobilization and formation of a variety of other secondary
  sulphide minerals.

Gold occurs as detrital grains, with nugget-like shapes, as
  well as secondary grains with obviously recrystallised textures. Typically,
  gold grains range in size between 0.005 and 0.5 mm diameter. The silver content
  of gold remains fairly constant from one reef to another, as well as among the
  various textural types. In certain reefs, gold fineness is bimodal and it has
  been suggested that this might reflect gold derived from two different sources;
  it is uncertain whether the silver content of gold grains in the Basin is inherited
  or if the gold has been homogenized by in-situ remobilization. Another important
  component is mercury; typically, Hg contents range between 1 - 4%.Other
  impurities include Fe, Cu, Mo, Co, Bi, Pb, Sn and As.

Property Geology


The South Rand area is located in the northeastern part of
  the Witwatersrand Basin. In the South Rand, the Witwatersrand sequence is thinner
  than in other parts of the Basin. The West Rand Group, comprising about 1,500
  metresof alternating quartz arenite and shale units, unconformably overlies
  the Archaean granite-greenstone basement rocks. The overlying Central Rand Group
  strata is approximately 900 m thick and includes the auriferous Kimberley Reef
  horizon. The Johannesburg Subgroup, including the Bird amygdaloidal lava and
  the Kimberley

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shale, is about 300 metres thick. The Turffontein Subgroup
  is approximately 600 metresthick and is made up of a sequence of quartz
  arenites and conglomerates that correlate with the Elsburg Formation.

Gold occurs in a conglomerate unit called the Kimberley Reef
  that occurs at the base of the Turffontein Subgroup. This horizon is developed
  on an unconformity surface and may rest directly on the Kimberley shale or the
  Main Bird quartzites or amygdaloidal lava. The sedimentological features, i.e.
  pebble size, degree of sorting, and mineralogical composition, of the Kimberley
  Reef conglomerate are somewhat variable. These variations are a function of
  the environment of deposition, the nature of the source area supplying detritus,
  and the extent to which later hydrothermal or metamorphic fluids have passed
  through the reefs. Typically, the Kimberley Reef comprises between 70 and 90%
  well-rounded pebbles, made up predominantly of milky vein quartz together with
  lesser chert, blue quartz, jasper, quartzite, shale and other rock fragments.
  Pebbles are cemented in a matrix of finer, more angular quartz grains and a
  variety of phyllo-silicate minerals including sericite, pyrophyllite, muscovite,
  chlorite and chloritoid.

An 18-kilometre long northwest-southeast gold trend has been
  outlined that appears to be associated with a large braided channel system extending
  over the property. At least four gold deposit areas have been identified so
  far: Area 1 is located in the northwestern part of the trend, Area 2 is located
  3 kilometres southeast of Area 1 and Area 3 is located a further 4 kilometres
  to the southeast of Area 2. The Area 4 target occurs adjacent to the southwest
  of the Area 1 gold deposit. Drilling has also shown that two northwest-southeast
  trending sub-parallel faults, spaced 4 kilometres apart, have uplifted the central
  portion of the gold corridor. As a result, a substantial portion of each deposit
  area along the trend lies at between 250 and 750 metres in depth, which is relatively
  shallow for Witwatersrand gold deposits.

Exploration History


Gold exploration and development commenced in the South Rand
  goldfield in 1887 and several small mines operated there between 1892 and 1962.
  The activity has followed improvements in the gold price, except in the late
  1960's when a high uranium price revived interest in the area for potential
  gold-uranium production. Exploration drilling in the Burnstone Project area
  was conducted intermittently during the period 1974 to 1993, initially by Union
  Corporation, and later by Gencor. During this period, six holes (the VFN-series)
  were also drilled by Anglovaal Mining Limited, ("Avmin"), the principal shareholder
  of Avgold Limited.

Southgold acquired the Reitbuilt Estates ground in 1999, and
  then acquired Gold Fields' Burnstone property and the related Avmin ground in
  2000. In 2000, under the direction of the new management of Pangea, Southgold
  acquired a significant number of surrounding properties that were held by private
  individuals. Three boreholes, SG1 through SG3, were drilled by Southgold in
  1999 and early 2000, and a further 15 boreholes, SG4 through SG18, were completed
  from May to July 2002. Over the course of these exploration programs, it was
  thought that the Kimberley Reef in the Burnstone area was folded upward into
  an antiform and as a result, only buried to depths of 250 to 1,000 metres -
  a comparatively shallow depth for Witwatersrand gold deposits.

Prior to August 2002, Southgold commissioned Global Geo Services
  (Proprietary) Ltd ("GGS") to estimate the mineralized material (mineral resources)
  of Area 1 and 2. In August 2002, Great Basin commissioned GeoActiv to complete
  a geological review of the project and estimates for Area 1 and 2, and Behre
  Dolbear & Company ("Behre Dolbear") to review the engineering considerations
  for the Burnstone Project (see The Mineral Corporation and Behre Dolbear under
  Preliminary Engineering Studies below). The same drill holes and composites
  were used by GGS and GeoActiv and the global estimates are similar. The Area
  2 estimate was reported at the 0 cm g/t cut-off, and the Area 1 estimate was
  reported at a 0 cm g/t cut-off and a 350 cm g/t cut-off. The estimates at a
  0 cut-off were geologically constrained to demonstrate the extents of the deposits,
  but were not intended to suggest that the material at that cut-off is entirely
  economically viable. Since the Area 2 estimate was only presented at a zero
  cutoff, it cannot be considered a resource at this time. The estimated indicated
  mineralized material (resource) for Area 1 at a 350 cm g/t cut-off and diluted
  over a 1.0 metre mining width was 30,000,000 tonnes grading 5.53 g/t gold. The
  independent qualified person for the November 2002 estimates is Deon Vermaakt,
  Ph.D., Pr. Nat. Sci.

Preliminary Engineering


The Mineral Corporation ("TMC") completed a Scoping Study,
  assessing the development of the Burnstone Project Area 1, based on the 2002
  estimate of the mineralized material (resource) by GGS, as a conventional underground

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mine operating at a milling rate of 75,000 tonnes per month
  and producing approximately 144,000 ounces of gold per annum. TMC used an estimate
  of the mineralized material (resource) for a mine design for Area 1 of 19,234,000
  tonnes having a mill head grade of 5.25 g/t. According to a due diligence review
  of the project for Great Basin by Behre Dolbear & Company, the proposed
  underground development and metallurgical processing described in the scoping
  study by TMC all conform to standard South African practice but the work is
  preliminary in nature and as such, considerable investigation remains to be
  done to confirm the concepts and numbers. Additional comments include:

- The proposed stoping method is the predominant one used
      for seventy years on the Witwatersrand,however, that proposed for Burnstone
      is one of numerous variations of the basic method. The proposedstoping width
      is 100 cm. Several Rand mines have operated with average stope widths of
      between 70 cmand 75 cm but all have had problems with low productivity.
      At the neighboring Evander property, strongmanagement action has resulted
      in the average stoping width being reduced from 110-115 cm to 93-98 cm.
      As the practicality of sub-100 cm stope widths has been established at Evander,
      Behre Dolbear believesthat proposed 100 cm stoping width for Burnstone is
      entirely appropriate and definitely achievable.
- TMC's stope design utilizes a number of modifications
      to conventional design and incorporates severalnew features. The principal
      design modification is the use of two dip slusher gulleys, one on either
      side of asingle manway gulley. Conventional design usually only employs
      a single dip gulley. Another modificationis the development of 500 cubic
      meter capacity boxholes under the stopes leading to the stope crosscut.
      Boxholes of this size may not be necessary. There is also potential for
      serious mud rushes with this size ofboxhole, particularly if water sweeping
      is used. Due to the low dip of the reef, stope floors must be sweptclean
      after blasting otherwise excessive gold loss will occur. The proposed stope
      is designed to handle thewater used in water-sweeping, but it will not totally
      prevent the occurrence of mud rushes of saturated finesfrom boxholes and
      ore passes. Conventional sweeping using shovels and brooms is a safe and
      cost effectivealternative. Further, boxhole size should be re-evaluated
      in subsequent studies.
- TMC proposed to develop every second strike gulley ahead
      of the face. While slightly more expensive thanthe conventional means of
      advancing the gulleys, it has the distinct advantage of providing a forewarningof
      adverse reef moments or providing a stop point in face advance should stope
      grade become unpayable. The proposed stope design also leaves a two-metre
      wide crush pillar on the down dip side of the strikegulleys. It should be
      geotechnically determined if these pillars could be eliminated by methodically
      roof-bolting the hanging wall.

Recent Exploration

Great Basin drilled approximately 65,193 metres in 101 master
  holes and deflections on the Burnstone property in 2003. The 2003 results are
  shown with those from drilling to April 2004 in Figure 4 (see Exploration in
  2004 below).

Thirty holes were drilled at Area 1 during January to April
  2003. Expenditures on this program met Great Basin's initial US$1.5 million
  commitment under the November 2002 agreement. Great Basin's staff and South
  African consultants compiled new data from drilling with historic information,
  and updated the geological model for the Area 1 deposit. Independent engineering
  firm, Behre Dolbear & Company ("Behre Dolbear"), was commissioned to estimate
  the mineralized material (resource) for the Area 1 deposit in June 2003. Behre
  Dolbear's estimation specialists reviewed the model, updated the estimate and
  classified the mineralized material (resource) based on 57 core holes and 208
  valid core hole deflections. Behre Dolbear's work was done under the supervision
  of James A. Currie, P.Eng., who is the independent qualified person for the
  estimate. The measured and indicated mineralized material (resources), at a
  350 cmg/t cut-off and diluted over a 1.0 metre mining width, were estimated
  to be 19,329,000 tonnes grading 7.50 g/t and containing 4,658,000 ounces of
  gold.

From July to December 2003, two phases of drilling were done
  and engineering studies, including cost estimates, for underground development
  of the Area 1 deposit were initiated. The independent firm, Turgis Consulting
  (Proprietary) Ltd., began to assess various development options, including a
  larger-scale, higher-throughput operation with the potential for increased annual
  gold production. Additional options are being considered, such as multiple declines
  and a combination of trackless and traditional methods to access the shallower
  and deeper portions, respectively, of the deposit.

Fifteen holes were drilled in Area 1, 42 holes in Area 2 and
  14 holes in Area 3. The Area 1 program focused on defining the location of faults
  in the deposit in conjunction with engineering studies. The objective of drilling
  at

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Area 2 was to further define and delineate the gold deposit
  so that a new estimate can be made and incorporated into the development planning
  currently underway on Area 1. Drill holes in Area 2 were spaced at 400 to 1,000
  metres over an area of 3.5 kilometres by 3 kilometres, and the deposit is still
  open to expansion. Thickness-grade values range from 13 cmg/t to 1,074 cmg/t.
  At Area 3, holes were mainly drilled at 300 metres spacing along two fences,
  500 metres apart. A 1 kilometre by 1 kilometre area of greater than 350 cmg/t
  results was outlined, with further drilling needed to tie in a 1,317 cmg/t result
  in a lone hole located 1,500 metres to the south. At Area 4, there appears to
  be a series of stacked conglomerates, the gold-bearing units in the Witwatersrand,
  within the sedimentary sequence. Of nine historic holes drilled over an area
  of three kilometres by four kilometres, eight have significant gold values,
  ranging from 314 to 1,480 cmg/t.

On December 23, 2003, the Company announced that technical
  staff at the British Columbia Securities Commission ("BCSC") had advised that,
  in their opinion, based on their review of the independently authored technical
  report filed on SEDAR on July 17, 2003, disclosure of a "measured" resource
  for Area 1 at Burnstone is not supported by a compliant technical report and,
  accordingly, resources in Area 1 should be considered "indicated" until additional
  information is provided. Great Basin addressed this issue with the independent
  engineering consultants at Behre Dolbear. A further review of the model and
  statistics used to guide the estimate of the mineralized material (resource)
  was done, and supported the conclusion that a portion of the deposit could be
  classified as measured. A revised technical report was submitted to the technical
  staff of the BCSC within the required thirty days, and was further discussed
  in a meeting with them. Further clarification was requested and the Company
  has been working to obtain this information, while continuing its active exploration
  program at site.

The 2004 program commenced in early January. To April 30,
  2004, a total of 21,630 metres had been drilled in Areas 1, 2 and 3, and initial
  drill testing began at Area 4. Work at Area 1 since the last estimate of the
  mineralized material (resource) was made in June 2003 has focused on refining
  the location of structures, and the drill spacing has also decreased in portions
  of the deposit. The deposit is currently defined over an area of 2 km2,
  with good continuity of gold mineralization. Intersections in 26 holes grade
  greater than 350 cmg/t, and average 918 cmg/t. The Area 2 deposit has been drilled
  at a spacing of 350-700 metres over an irregular area of 3 kilometres2.
  Sixteen holes have encountered intersections of greater than 350 cmg/t, and
  average 563 cmg/t. Results are shown in Figure 5.

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Estimates of Mineralization

Since Great Basin began its work at Burnstone in January 2003,
  37,629 metres of core drilling have been completed in Area 1 and 34,164 metres
  in Area 2. Twenty-three holes have been drilled since the June 2003 resource
  estimate for Area 1 to assist in development planning. Additional studies of
  the sedimentological and structural domains have also been completed using the
  new drill data. This work has further increased the Company's confidence in
  the block model by confirming the grade and continuity of this significant gold
  resource. South African consulting firms Global GeoServices (Pty) Ltd. ("GGS")
  and GeoLogix Mineral Resource Consultants (Pty) Ltd. ("GeoLogix"), which have
  broad experience with Witwatersrand deposits, completed these estimates. Eugene
  Siepker, M.Sc., Pr.Sci.Nat., of GGS, and Deon van der Heever, B.Sc., Pr.Sci.Nat.,
  of GeoLogix, are the independent qualified persons.

The Area 1 estimate is based on 88 holes and 232 deflections
  off the master holes (totaling 320 valid intersections), and includes a 10%
  factor for geological losses. The estimated measured and indicated mineralized
  material (resources), at a 350 cmg/t cut-off and diluted to a potential 1 metre
  mining width (if the reef width is <1 metre), are 29.2 million tonnes grading
  5.73 g/t gold, containing 5,376,000 ounces of gold.

The resource estimate for Area 2, as currently outlined, is
  based on 54 holes and 160 deflections off the master holes (totaling 214 valid
  intersections). As a detailed spatial and sedimentological model has not yet
  been completed, the resources are assigned to an inferred category. At a 350
  cmg/t cut-off, the estimated inferred mineralized material (resource), diluted
  over a potential 1 metre mining width, is 13.5 million tonnes grading 6.50 g/t
  gold, containing 2,816,000 ounces of gold. Area 2 also remains open to further
  expansion.

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Sampling and Analysis

Historical Drilling

Exploration drilling in the Burnstone Project area was conducted
  intermittently during the period 1974 to 1993, initially by Union Corporation
  and later by Union's successor company, Gencor. During this period, Taurus and
  Avmin independently drilled six holes (the VFN-series) on their Vlakfontein
  556R farm property. Southgold drilled three boreholes, SG1 through SG3, during
  the period of late 1999 to early 2000, and a further 15 boreholes, SG4 through
  SG18, from May to July 2002.

All drilling on the project has been in core holes. Highly
  detailed and informative drill logs, including down-hole survey records, are
  available for most historic holes. The core was sampled by being sawn in half
  with a diamond saw, and so half cores are remaining. GeoActiv states that it
  can confidently be assumed that the geographic location or the collars of all
  drill holes were determined by a qualified land surveyor, using the best equipment
  available at the time of surveying. A qualified land surveyor using modern equipment
  for the SG-series drill holes surveyed collar positions. Down-hole survey records
  are available for most historic drill holes.

All historic drill holes within the Project area were drilled
  vertically from their collars. Up to six deflections were wedged off these holes
  in order to increase the number of reef intercepts for each set-up. For the
  Gencor holes, coring commenced at depths where solid core could be obtained,
  except when drilling past the top parts of wedges. Most historic holes and the
  recent SG-series are BX or BQ size.



One hundred and one holes, totalling 65,193 metres of NQ core
  (4.76 cm diameter) and BQ core (3.64 cm diameter) were in primary boreholes
  and three deflections off each primary hole during the 2003 program. An average
  of three deflections were drilled from each primary hole, to increase the sampling
  of the Kimberley Reef in each location. An additional 33 holes, totalling 21,630
  metres, have been drilled in Areas 1, 2, 3 and 4 from January 2004 to April
  30, 2004. The 2004 holes consist of a primary hole along with an average of
  5 deflections. The purpose of the two additional deflections was to provide
  samples for mining and metallurgical studies.

Drill core was boxed at the drill and shipped daily to the
  secure logging facility at Balfour. There the drill core was photographed, geologically
  logged and selectively sampled. Digital photograph images were taken of each
  box of core and were archived on CD-ROM. Core recovery was generally very good,
  averaging 99.8% for the sampled intervals. Information recorded in the sample
  logs included: drill hole I.D., from (m), to (m), core angle, recovery, sample
  number, core size, completeness code, representative (yes/no), status (complete/incomplete),
  use (yes/no), stratigraphy code, lithology code and general comments. In addition
  to this specific gravity measurements were taken from sampled intervals of Kimberley
  reef and surrounding wall rock.

The minimum length proscribed for reef samples was 15 cm of
  core (approximately 250 g). To ensure that the reef intersection was cut into
  two equal halves without bias, a cut-line was marked at the low point of the
  bedding plane of the base of the reef. Depending on the core angle at the base
  of the reef intersection, a maximum of 2 to 3 cm and a minimum of 1 cm of the
  footwall rocks were also included in the basal sample of the reef. Two samples
  were taken above and below the reef intersection as follows:

- Hanging Wall
- Sample immediately above reef is +/- 25 cm in length
- Uppermost sample is +/- 25 cm in length.
- Foot Wall
- Sample immediately below the reef is +/- 25 cm in length
- Lowermost sample is +/- 25 cm in length.

Quality Control and Analytical Techniques (See also Figure
  6)

In addition to the regular mainstream samples, quality assurance/quality
  control (QA/QC) samples were inserted into the reef sample stream. These included:
  blank samples (half core from the overlying Au-barren drab quartzite) and

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standards (pulps) inserted as a check on lab accuracy. The
  analytical laboratory was unaware of the identity of the QA/QC samples. If the
  value for a standard or a blank was not within acceptable limits the sample
  lot was rerun.



The older cores and records are currently stored at the Gold
  Fields Geological Centre and core storage facility located at Oberholzer, South
  Africa, located immediately north of the town of Carletonville. Materials from
  the latest drilling program by Southgold and all drilling by Great Basin are
  stored in a facility at Balfour.

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Plan of Operation - Exploration in 2004

Based on the recent detailed drilling and compilation, there
  is an excellent understanding of the geology, sedimentology and structure of
  the lithologies encountered in the Burnstone project area, particularly Areas
  1 and 2.

It is recommended that additional drilling be continued in
  Areas 2, 3 and 4, along with the continuation of the surface mapping and general
  geological compilation work, to improve the geological and exploration models
  developed so far and to test the additional lands that have been added to the
  project area since beginning of 2003 for additional properties acquired.

Burnstone Project  Proposed Budget

| | Activity                           | Cost           | 
| | ---------------------------------- | -------------- | 
| | Drilling (40,000 metres) & Assays  | C$   3,148,600 | 
| | Engineering Studies & Reporting    | 598,700        | 
| | Geological & Database              | 721,000        | 
| | Site Activities                    | 123,400        | 
| | Environmental Studies & Permitting | 69,200         | 
| | Property Fees                      | 29,500         | 
| | Travel                             | 142,900        | 
| | Total                              | C$  4,833,000  | 



Casino, Yukon Canada

Great Basin owns a 100% working interest (subject to 5% net
  profits royalty) in the Casino Property, a large tonnage low-grade copper-gold-molybdenum
  property located in northern Canada. Due to the uncertainty of recovery of amounts
  spent acquiring and exploring the Casino Property, Great Basin has written down
  the property to a nominal carrying value of $1.00. Great Basin is not actively
  exploring this property because management believes that based on currently
  available information the exploration results at Ivanhoe (see above) and Burnstone
  indicate better opportunity than that at Casino where the deposit is currently
  uneconomic.

Great Basin is continuing to monitor the economic factors
  that might favorably impact on development of this project. These factors include
  metal prices, exchange rates, metallurgical process advances, regional power
  and transportation developments and potential government incentives. As well,
  Great Basin has entered into an option agreement regarding the Casino Property
  (see below under Current Status).

Location and Access


The Casino porphyry gold-copper-molybdenum deposit is situated
  at 62 degrees 43' north latitude and 138 degrees 49' west longitude. It is located
  306 kilometres (190 miles) northwest of Whitehorse, the capital of Yukon Territory,
  Canada at an elevation of 1,200 metres (3,935 feet) above mean sea level in
  the Dawson Range. The Alaska Highway is 120 kilometres (74 miles) to the southwest
  and the Klondike Highway is 105 kilometres (65 miles) to the east. Access to
  the Casino Property is by wheeled aircraft to the existing property landing
  strip; via a 224-kilometre (139-mile) winter tote road from Burwash Landing
  on the Alaska Highway; or via river barge along the Yukon River from Dawson
  City (200 kilometres or 124 miles). The Casino Property comprises 735 mineral
  claims comprising 11,704 hectares (28,921 acres). The setting of the property
  consists of lightly vegetated hills and a few low mountains. The area has cold
  dry winters and warm dry summers.

Mineral Claims

The Casino Property comprises 161 mineral claims, comprising
  2,318 hectares (5,728 acres). There are 23 claims in good standing until 2005;
  the remaining claims are in good standing until 2008.

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Property Geology

The deposit was discovered from geochemical, geophysical and
  geological surveys, indicating the presence of a large copper-gold-molybdenum
  geochemical anomaly centered over a late Cretaceous breccia complex. This has
  since become known as the Casino breccia complex. The mineral deposit lies within
  an unglaciated region of the Yukon with a mature topography and deep surficial
  weathering. Drilling has shown that there is a vertical zonation in gold, copper,
  and molybdenum within the Casino breccia complex. Zones include leached cap,
  supergene (enriched) and hypogene (primary sulphide) zones of mineralization.
  Geological logging of drill core has shown the presence of a large, typical
  porphyry-type, hydrothermal alteration facies with a central gold-copper potassic
  (potassium-feldspar-biotite-magnetite) facies in the Casino breccia complex.
  Gold-copper-molybdenum mineralization occurs within an approximately one square
  kilometre (0.386 square mile) area centered on Patton Hill.

Exploration History


The Casino deposit is a bulk tonnage porphyry copper deposit
  with significant gold and molybdenum values. The deposit area has not been eroded
  by glaciation and, combined with the high degree of fracturing and permeability
  in the rocks has resulted in deep weathering and development of distinct mineral
  zones. Commencing from surface, the uppermost zone is a leached gold zone from
  which most of the copper has been leached away by descending groundwater. A
  copper-enriched, supergene gold-copper zone underlies the leached zone; copper
  from the leached zone was redeposited in the supergene zone. Below the supergene
  zone is the hypogene zone, which contains primary gold, copper, and molybdenum
  mineralization that has not been affected by surface weathering or supergene
  enrichment.

In 1991, Big Creek Resources Ltd. and Archer, Cathro and Associates
  (a mining consulting firm with common principal and shareholders of Big Creek)
  optioned the Casino Property from Casino Silver Ltd. In 1992, Archer, Cathro
  commenced a drilling program with an objective of establishing the gold content
  of the deposit. Drilling of 4,729 metres (15,515 feet) of large diameter HQ
  core in 21 vertical holes was completed in the central portion of the known
  mineral deposit, primarily filling between old drill holes. Due to larger sample
  size, better core recovery, and improved assaying methods, significant gold,
  copper and molybdenum grades were verified over the area drilled.

During 1993, Pacific Sentinel conducted an intensive, large
  diameter diamond drilling program comprising 50,531 metres (165,785 feet) of
  drilling in 107 test holes on a systematic grid layout at 100 metre (330 foot)
  centers over a portion of the Casino Property. The drilling program confirmed
  that the Casino deposit measures approximately 792 metres (2,600 feet) north-south,
  1,280 metres (4,200 feet) east-west, and averages 354 metres (1,160 feet) thick.
  Overburden, averaging 7.9 metres (26 feet) thick, overlies an oxide gold zone
  that averages 70 metres (230 feet) in thickness. Underlying the copper leached
  gold zone is a copper enriched supergene blanket averaging 60 metres (197 feet)
  thick. A primary gold-copper-molybdenum mineralized hypogene zone, averaging
  233 metres (764 feet) thick, lies below the supergene zone.

In 1994, Pacific Sentinel spent approximately $4.5 million
  completing an infill, delineation and geotechnical drilling program on the Casino
  Property comprising 18,038 metres (59,180 feet) of large diameter diamond drilling
  in 108 holes. Infill drilling verified the continuity of mineralization of the
  three principal zones. Total drilling conducted by Pacific Sentinel on the Casino
  Property is 68,564 metres (224,947 feet) in 215 large diameter holes and the
  overall mineral deposit has been defined for the purpose of open pit mine planning.
  In addition, geotechnical drilling to evaluate pit wall stability and sites
  for heap leaching, tailings, waste rock storage and plant facilities has been
  completed for mine engineering and design purposes.

Estimates of Mineralization


The Casino Property hosts a deposit with estimated measured
  mineralized material (resource) of 178 million tonnes (196 million tons) at
  an average grade of 0.303% copper, 0.376 g Au/tonne (0.011 oz. Au/ton) and 0.028%
  molybdenum. This includes 61 million tonnes (67 million tons) of supergene sulphide
  material grading 0.367% copper, 0.413 g Au/tonne, (0.012 oz. Au/ton) 0.029%
  molybdenum and 117 million tonnes (129 million tons) of hypogene material grading
  0.269% copper, 0.356 g Au/tonne (0.010 oz. Au/ton) and 0.027% molybdenum.

---

-39-

Sampling and Analysis

This outline summarizes the sampling and analytical procedures
  for drill core used by Great Basin and its predecessor from 1992-1994, including
  holes 93-144 through 94-358 and holes 92-123 through 92-143. Information on
  holes drilled in 1969, 1970 and 1973 was compiled from sources believed to be
  reliable, however, the sampling and analytical methods are generally not known.

Exploration targets were sampled by HQ (2.5 inch/6.35 cm diameter)
  core drilling and, in places, NQ (1.875 inch/4.76 cm) core. The boxed core samples
  were transported 5 km by truck to a core logging facility where geotechnical
  and geological logging, sampling and quality control designations were done.
  The average recovery for 1993-94 core was 93.5% . Average recoveries within
  various zones were: hypogene 96.4%, supergene 92.4% and leached cap 89.0% .

Drill core was generally sampled over geologically defined
  intervals; the average width is 3.07 m. Core was sampled by mechanical splitting.
  The remaining half core was returned to the boxes and stored in racks at the
  site. The average length-wise half-split provided 10 to 15 kg of material, which
  was transported by charter aircraft to Whitehorse, Yukon, then by commercial
  air freight to Vancouver for delivery to the sample preparation laboratory.
  In 1992-1993 the samples were prepared at Chemex Laboratories (Chemex), now
  ALS Chemex, in North Vancouver, BC. In 1994, all sample preparation was performed
  at CDN Resource Laboratories Ltd., in Vancouver, BC.

Sample preparation work included: drying, weight determination,
  crushing to 60%, screening by 10 mesh (2 mm), and pulverization of a 250 gram
  sub-sample to 98% passing 150 mesh (0.106 mm). In 1994, CDN also inserted standard
  reference samples and took duplicate a riffle split from the crushed reject
  for analysis at a second laboratory.

Regular samples, 1992-1993 selected duplicate samples and
  1994 random half-core replicate samples were analyzed at Chemex. Selected duplicate
  samples taken in 1992 and 1993, and random duplicate samples taken in 1994,
  were analyzed by Min-En Laboratories (now Assayers Canada) in North Vancouver,
  BC.

Quality Control

The additional analyses required for this QAQC program exceeds
  10% of the overall analytical results for drill core, and is separate from the
  internal procedures used at the analytical laboratories themselves. There were
  five main samples types: MS  Regular or mainstream samples submitted for
  preparation and analysis at the primary lab. Comprises about 90% of total number
  of results.

ST  Mineralized standard or reference sample pulps of
  known metal concentration, prepared from mineralized materials from the project
  site, e.g. drill core rejects, underground or surface samples. About 1 in every
  20 samples, or 5% of the total results.

DP  There were three sub-types of duplicate samples:

| | (a) | Lab-Lab  A second split taken randomly from
        the coarse sub-sample for pulverization and analysis at a second lab.
        About 1 in every 20 samples, or 5% of total results.                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Selected  A second split taken, usually based
        on grade, after the initial are analytical results received. These samples
        may or may not be re-numbered, and may be assayed at the primary, secondary,
        or other lab.                                                                                                    
|
| | (c) | One-half Core Replicates  A second split consisting
        of the other half of the drill core remaining after the first split is
        taken. They may be selected based on grade, or taken randomly, and may
        be sent to the primary lab or a second lab for analysis. About 1 in every
        20 samples, or 5% of total results.

SD  Duplicates of standard reference samples, submitted
  for analysis with lab-lab duplicates. About 1 in every 20 duplicate sample (type
  "a" and "c" above), or 0.5% of the total results.

---

-40-

In 1992 and 1993, the Casino QAQC program consisted of lab-lab
  and inter-lab duplicates (type "b" above, selected by grade). These duplicates
  did not provide sufficient information to properly assess the accuracy of the
  analytical results. In 1994 two types of randomly selected duplicates, with
  a frequency of about 1 in every 20 samples, were analyzed. Reject duplicates
  (type "a" above) were analyzed by Min-En from a duplicate 250 gram sub-sample,
  riffled out of crushed reject material from the original core sample. In addition,
  Chemex analyzed replicates derived from the remaining half-core in the same
  interval as the reject duplicate sample.

In early 1994, the first property standards were prepared
  from coarse drill core rejects from the 1992 and 1993 programs. Four standards
  were prepared under the supervision of Barry W. Smee, Consulting Geochemist/Geologist.
  These are a Hypogene standard at cut-off grade, a Mean supergene standard of
  oxide Au at cut-off grade, a Mean oxide Au standard and a Higher-grade oxide
  Au standard. The standards were submitted for analysis at the primary lab as
  consecutively numbered pulps within each batch of mainstream pulps in 1994,
  and with the duplicate and replicate streams that year. Bondar-Clegg, North
  Vancouver, BC and Acme Analytical Laboratories Ltd., Vancouver, BC did standard
  analyses.

Analytical Techniques

All samples were assayed for gold by 1 assay ton (AT) lead
  collection fire assay (FA) fusion with an atomic absorption spectroscopy (AAS)
  finish, results reported in grams per tonne. Molybdenum content was determined
  by Aqua Regia digestion with and AAS finish. The Mo results were multiplied
  by 1.6681and reported as %MoS2tocorrespond with the
  format of the pre-1992 data.

Copper content was determined by Aqua Regia digestion with
  and AAS finish. Copper results were reported in percent (as Total Cu). In addition,
  selected samples in 1994 from the leached cap, supergene zone and the upper
  50 m of hypogene zone were composited (2:1) and subjected to a two-stage leach
  process. The initial leach was done using a filtered solution from a weak (3%)
  sulphuric acid that digested most copper oxide minerals, with the exception
  of cuprite, and then was analyzed for copper by AAS. This result was designated
  weak acid soluble (WAS Cu). A second, stronger leach of 5% sulphuric acid combined
  with 2% ferric sulphate, digested up to 50% of the copper present as chalcocite
  without digesting a significant amount of the copper present as chalcopyrite
  and/or bornite. This leachate, designated moderate acid soluble (MAS Cu), was
  analyzed by AAS.

All samples were also analyzed for 32 elements by Inductively-Coupled
  Plasma Atomic Emission Spectroscopy (ICP-AES), after Aqua Regia digestion of
  a 1 gram sample.

Sixteen samples from 1992 and 1993 drill core rejects were
  selected for metallic gold analysis. All available pulp and reject was combined
  and pulverized. The plus 150 mesh fraction was screened out weighed and assayed.
  The minus 150 mesh fraction was rolled and 3 randomly selected one assay tonne
  sub-samples were analyzed. The results indicate it is unlikely that there is
  an appreciable "nugget" effect, caused by the presence of coarse gold particles.




The sample pulps are currently stored at a warehouse in the
  Vancouver area. Drill core is stored at the site.

Environmental and Socioeconomic


An environmental baseline program was initiated in July 1993
  to investigate the environmental aspects of the Casino Property and surrounding
  area. This program includes the documentation of local vegetation, wildlife,
  fish, climate and hydrology. Overall project environmental impact is expected
  to be minimal. Great Basin has not encountered any unusual environmental concerns
  for the Casino Property. To date, Great Basin's Casino Property has not been
  affected by any Aboriginal land claims.

Current Status


Grades of mineralization are sub-economic based on current
  metal prices. Great Basin does not plan any further work on the property unless
  and until metals prices improve. There is no plant or equipment located on the
  Casino

---

-41-

Property so no ongoing security or similar costs are anticipated.
  Exploration activities did not result in any significant environmental disturbances
  and Great Basin is not aware of any environmental liability.

During May 2000, Great Basin granted an option whereby Wildrose
  Resources Ltd., the optionee, could earn the right to purchase 55 claims for
  $1 on the 20th anniversary of the option agreement. As consideration, the optionee
  has agreed to incur all annual filing fees and assessment work on the 55 claims
  under option and 83 other claims. Alternatively, the optionee may purchase the
  55 claims for a one-time payment of $200,000 without further obligation in respect
  of the Company's 83 claims. Should the optionee acquire the 55 claims, the optionee
  would be subject to a further 5% net profits interest, payable to the Company.

On July 15, 2002, the Company agreed to option the Casino
  property (the "Property") to CRS Copper Resources Ltd., now known as Lumina
  Copper Corporation ("Lumina"), and subject to existing net profits royalty agreements
  and the Wildrose option agreement on a portion of the property. Under the terms
  of the agreement, Great Basin granted Lumina an option ("the Option") to purchase
  100% of Great Basin's interest in the claims and interests comprising the Property
  for $1,000,000, plus applicable taxes, payable at the option of Lumina in cash
  or Lumina common shares, provided that Lumina shares are listed on a recognized
  stock exchange and have certain minimum trading volumes.

The Option may be exercised at any time from the date of the
  agreement to July 15, 2007, subject to written notice and confirmation that
  the terms of the Option have been met. If Lumina elects to terminate the agreement
  without exercising the Option or allows it to lapse, Lumina must pay to Great
  Basin a "break fee" of $25,000, plus applicable taxes. Lumina was required to
  make interim option payments to Great Basin at the time that Lumina is listed
  on an exchange, of warrants to purchase 100,000 shares for a period of two years
  at an exercise price which reflects the maximum discount for the prevailing
  Lumina market price permitted by the policies of the exchange. Lumina will issue
  a further such warrants on each anniversary date thereafter to a maximum of
  warrants to purchase 300,000 Lumina shares. If Lumina was not listed by December
  31, 2002, Lumina was obligated to pay to Great Basin $50,000 plus applicable
  taxes, in lieu of the warrants, to keep the Option in good standing. The Company
  received this option payment from Lumina in December 2002. In June 2003, Lumina
  listed on the TSX Venture Exchange under the name Lumina Copper Corp. Accordingly,
  the Company received warrants to purchase 100,000 shares at an exercise price
  of $1.80 until May 23, 2005. The Company exercised the warrants in October 2003,
  and subsequently sold the related shares.

Lumina has the right to conduct exploration work on or in
  respect of the Property at its cost, or to make payments in lieu to keep the
  Property in good standing during the period of the Option. If the Option is
  not exercised and is terminated, Lumina is required to pay Property holding
  costs for a minimum period of two years from the effective date of termination.

ITEM 5OPERATING AND
  FINANCIAL REVIEW AND PROSPECTS

Overview


Great Basin is currently an expenditure-based organization
  whose business strategy is to acquire, explore and conduct detailed engineering
  and economic analysis of mineral deposits which have large tonnage and multi-year
  operation potential. None of Great Basin's currently held or to be acquired
  mineral deposits currently hosts mineralized material which can be said to be
  "ore" or feasibly economic at current metals prices.

Under Great Basin's accounting policies, exploration and corporate/administrative
  expenses are expensed as incurred and property acquisition expenses deferred
  (or capitalized). Such acquisition costs are written off when Great Basin seeks
  to abandon a property due to exploration program results that appear to warrant
  abandonment or when it appears that the deferred costs may not be recoverable.
  Acquisition costs and exploration expenditures are usually financed through
  a combination of cash and common share issuances.

As an expenditure-based corporation, Great Basin's results
  of operations are often evaluated on an "event driven" basis. Results of operations
  are difficult to quantify given that the product of these expenditures relates
  to the nature, extent and statistical confidence (primarily from diamond drill
  exploration programs) in a deposit's size and continuity. It is difficult to
  evaluate the success of operations in a fiscal year by reference to the financial

---

-42-

statements, given that results are more appropriately measured
  by an evaluation of the minerals discovered and/or confirmed. Great Basin's
  operating activities do not occur on a regular or periodic basis and are subject
  to the economic realities of metals prices and equity financing conditions for
  natural resource exploration issuers. Accordingly, it may not be meaningful
  to seek observable trends in financial operating statistics. Although Great
  Basin calculates an annual loss per share (which has varied over a range of
  $0.12 to $0.24 over the last three fiscal years), Great Basin is of the view
  that its share price does not vary in accordance with the loss per share statistic
  but, rather, Great Basin share prices vary with the price of the underlying
  market for copper and gold, and the outlook for these metals.

Great Basin's financial statements are prepared on the basis
  that it will continue as a going concern. Given that Great Basin has no source
  of significant revenue, this assumption is always subject to the further assumption
  that there will continue to be investment interest in funding large tonnage
  metal deposits, which are not known to be economic in the current environment.
  Great Basin can give no assurance that it will continue to be able to raise
  sufficient funds and should it be unable to continue to do so, may be unable
  to realize on the carrying value of its resource project and the net realizable
  value could be materially less than Great Basin's liabilities with a potential
  for total loss to Great Basin shareholders.

Great Basin does not believe that it is significantly impacted
  by the effects of inflation. The Canadian dollar has fluctuated in a relatively
  narrow band to the United States dollar (US$1.00:C$ 1.62 to C$1.30) during these
  three years. For additional details respecting the five year historical exchange
  rates, see Item 3. The Company conducts many of its expenditures in South African
  rand, which has ranged from 7.4 to 4.2 rand per Canadian dollar since January
  2000.

Great Basin has not been significantly affected by government
  economic, fiscal, monetary or political policies, and the outlook for Great
  Basin's assets primarily relate to the outlook for gold and copper. For information
  relating to the historical prices for copper and gold, see "Item D, Trend Information"
  below.

Other Corporate Activities

Great Basin secured listings on two senior exchanges in 2003.
  In September 2003, Great Basin commenced trading on The Toronto Stock Exchange,
  under the symbol GBG, following its listing on the American Stock Exchange,
  under the symbol GBN, in July 2003.

the exercise of tranche one of the Southgold purchase, whereby the Company
      acquired 49% of Southgoldfor US$2 million plus 10 million shares and 5 million
      warrants. Subsequent to December 31, 2003, theCompany acquired the remaining
      51% of Southgold which it did not own for 11 million shares and 5.5million
      warrants;
    the exercise of 2 million Hecla warrants, which resulted in a profit
      of $6.3 million, which was recorded as a$1.9 million reduction of the Ivanhoe
      property cost and a $4.4 million gain; and
    the purchase of certain mineral rights from GFL and Randex for ZAR 35,000,000
      ($6.7 million). Critical Accounting Policies Mineral property interests The Company defers mineral property acquisition costs on a property-by-property
    basis. Exploration expenditures and option payments incurred prior to the
    determination of the commercial feasibility of mining operations are charged
    to operations as incurred. Development expenditures incurred subsequent to
    such determination, to increase production, or to extend the life of existing
    production are capitalized. Such acquisition costs and deferred development
    expenditures are amortized and depreciated over the estimated life of the
    property, or written off to operations if the property is abandoned, allowed
    to lapse, or if there is little prospect of further work being carried out
    by the Company or its option or joint venture partners. The effect of a change in accounting policy would cause deferrals to be charged
    to operations, increasing net losses and loss per share, in the period. Going concern The financial statements are prepared on the basis that the Company will
    continue as a going concern. If the Company is unable to obtain adequate additional
    financing, the Company will be required to curtail operations and exploration
    activities. The financial statements do not reflect adjustments, which could
    be material, to the carrying values of assets and liabilities which may be
    required should the Company be unable to continue as a going concern. Operating Results Fiscal 2003 Compared with Fiscal 2002


The main expenditures incurred in 2003 were on exploration
  at Burnstone, as noted above. Overall exploration expenditures for the year
  total $7.9 million, as compared to $3.2 million in 2002 and $2.9 million in
  2001. These additional costs have been offset by interest and other income of
  $0.94 million, as well as a gain on sale of investments of $4.4 million, resulting
  in a loss of $7.5 million, as compared to a loss of $5.5 million in 2002, and
  $9.0 million in 2001 (when the Casino property was written down). Of the exploration
  costs in fiscal 2003, $7.4 million has been spent at Burnstone (2002 - $2.5
  million; 2001 - nil) and $0.5 million was spent on Ivanhoe and Golden Cloud
  (2002 - $0.76 million; 2001 - $2.9 million). Expenditures on the Golden Cloud
  property in 2003 were $77,584 (2002 and 2001 - $nil), and are included in the
  Ivanhoe figures in the Financial Statements.

---

-43-

The increase in expenditures at Burnstone is related to the
  expanded drilling programs that were undertaken throughout the year. A total
  of 56,200 metres were drilled in 101 master holes and deflections. The main
  expenditure on Burnstone in 2002 was $2.1 million in option payments.

At Ivanhoe, the main costs were environmental, geological,
  and site activities and were primarily associated with support activities related
  to the Hollister Development Block Joint venture activities, on which Hecla
  states it has expended approximately US$1.8 million to date.

Non-exploration costs increased in 2003, primarily due to
  non-cash stock-based compensation costs included in operations. Stock based
  compensation for exploration personnel increased from $0.13 million in 2002
  to $0.79 million in 2003 (nil in 2001) and stock based compensation for administrative
  personnel increased from $0.24 million in 2002 to $1.35 million in 2003 (nil
  in 2001). In 2002, the Company adopted the fair value method of accounting for
  stock-based compensation for non-employees and commencing in 2003 included the
  stock-based compensation related to employees (see Item 17). Shareholder communications
  costs also increased significantly, primarily due to the cost of promotion in
  the Middle East and Europe. Other increases included conference and travel,
  due to more travel to South Africa, and trust and filing fees related to two
  new senior stock exchange listings.

Office and administration were comparable to 2002 and decreased
  from 2001. Office and administration costs were mainly related to routine administrative
  activities plus negotiations related to various agreements with Southgold and
  GFL/Randex.

Fiscal 2002 Compared with Fiscal 2001

The Company recorded a loss of $5.52 million in fiscal 2002,
  a decrease from a loss of $9.07 million in the prior year. The main reason for
  the loss in 2001 was the write down of the Casino property.

Exploration costs in 2002 have decreased in most categories
  from 2001. Of the $3.34 million in exploration costs in 2002, $2.59 million
  were on Burnstone (2001  Nil) and $0.83 million were on Ivanhoe (2001
  - $2.86 million). Costs have decreased from the 2001 fiscal year because drilling
  activities were underway at the Ivanhoe, Nevada site at that time. The main
  cost during the fourth quarter of fiscal 2002 was US$1.25 million (C$2.01 million)
  for an option payment to Southgold on the Burnstone property. A one-time reclamation
  provision of $83,288 to accrue the Company's estimated future reclamation obligations
  on the Ivanhoe Property was also part of exploration costs for the quarter (and
  the year).

New Canadian accounting standards adopted in 2002 requiring
  the Company to expense the estimated fair value of share options granted to
  non-employees (for example, consulting geologists and engineers) were also included
  in exploration expense for the quarter (and the year) to the extent that share
  options were granted to exploration personnel. This new accounting standard
  required the Company to charge the non-cash amounts of $134,748 to exploration
  expenses (mainly to geological) and $239,879 to office and administration expenses
  (note 6(c)) during the quarter and, accordingly, the year.

Conference and travel costs are up over last year, due to
  a greater number of trips, and of greater distances, as a result of the Hecla
  negotiations in Nevada and the Southgold negotiations in South Africa. The Company
  also accrued advisory fees related to these two negotiations, totalling $464,000,
  of which $300,000 was related to the Ivanhoe Property and $164,000 was related
  to the Burnstone Property. Shareholder communication costs increased in 2002,
  in part, due to a $94,000 fee for assistance with financing and promotion overseas.
  The increase in office and administration over fiscal 2001 is due primarily
  to the fair value of share options ($239,879 note 6(c)) and increases in salaries
  and wages, as well as increased costs related to more activities by the Company.
  Trust and filing costs also increased, due to increased regulatory costs overall
  and about $30,000 in stock exchange-related fees.

---

-44-

B.     Liquidity and Capital Resources

Overview

At December 31, 2003, Great Basin had a working capital position
  of approximately $21.2 million, as compared to $13.2 million at December 31,
  2002, and is debt free. The Company had approximately 72.6 million common shares
  issued and outstanding.

Historically Great Basin's sole source of funding has been
  the sale of equity securities for cash primarily through private placements
  to sophisticated investors and institutions. Great Basin also issued common
  share capital in each of the past three fiscal years pursuant to private placement
  financings and exercise of warrants and/or options. Great Basin's access to
  exploration financing when it is not transaction specific is always uncertain.
  Great Basin has no assurance of continued access to significant equity funding.

In February 2002, the accelerated expiry provision price of
  the then-outstanding 2,500,000 share purchase warrants was achieved, and in
  March 2002, 2,007,000 share purchase warrants were exercised for net proceeds
  of $2,007,000. The remaining 493,000 share purchase warrants expired unexercised.

In June 2002, the Company completed a private placement financing
  of 5,616,612 units for net proceeds of approximately $7.7 million. Each unit
  consisted of one common share and one common share purchase warrant exercisable
  at $1.65 until June 3, 2003, subject to an accelerated expiry provision. The
  Company's working capital and the proceeds from these financings were used to
  maintain the Ivanhoe property and monitor programs by Hecla Mining Company (approximately
  $420,000), maintain the Casino property, and to assess new opportunities for
  the Company. The remainder was used for administration and working capital.

In August 2002, the Company completed a private placement
  financing of 125,715 units at a price of $1.65 per unit with sophisticated investors
  and institutions outside of Canada. Each unit is comprised of one common share
  and one common share purchase warrant exercisable at $1.85 for 16 months. The
  warrants are subject to an accelerated expiry of 45 days if the Company's shares
  trade on the TSX Venture Exchange for ten consecutive days at or above $2.78.

In January 2003, the Company completed a brokered private
  placement financing of 5,600,000 units at a price of $1.80 per unit. Each unit
  was comprised of one common share and one half of a common share purchase warrant
  exercisable at $1.80 per common share until January 30, 2004.

Financial Instruments

Great Basin financed its activities from 2001 through 2003
  primarily through the issuance of equity shares through private and public distributions.

Great Basin keeps its financial instruments denominated in
  Canadian dollars and does not engage in any hedging operations with respect
  to currency or in-situ minerals. Funds that are excess to Great Basin's current
  needs are invested in government of Canada or like debt obligations and other
  short term near cash investments pending the need for the funds.

Great Basin does not have any material commitments for capital
  expenditures and, accordingly, can remain somewhat flexible in gearing its exploration
  activities to the availability of funds.

C.     Research Expenditures

Great Basin is a resource expenditure based corporation and,
  accordingly, does not have a program of intellectual property development or
  patenting or licensing issues.

---

-45-

D.     Trend Information

As a natural resource exploration company, Great Basin's activities
  are cyclical as metals prices have traditionally been cyclical in nature.

Gold prices improved significantly in 2003 and averaged about
  US$364/oz for the year. The price of gold has averaged about US$400/oz in the
  year to date.

The copper price has also increased substantially, averaging
  US$0.81/lb in 2003 and averaging US$1.25/lb so far in 2004.

E.     Off-Balance Sheet Arrangements

None.

F.     Tabular Disclosure of Contractual
  Obligations

None. The Company has no long term debt, capital lease obligations,
  operating leases or any other long term obligations.

The Company has no "Purchase Obligations" defined as any agreement
  to purchase goods or services that is enforceable and legally binding on the
  Company that specifies all significant terms, including: fixed or minimum quantities
  to be purchased; fixed, minimum or variable price provisions; and the approximate
  timing of the transaction.

G.     Safe Harbor

This Form 20-F includes certain statements that may be deemed
  "forward-looking statements". All statements in this document, other
  than statements of historical facts, that address future production, reserve
  potential, exploration drilling, exploitation activities and events or developments
  that Great Basin expects are forward-looking statements. Although Great Basin
  believes the expectations expressed in such forward-looking statements are based
  on reasonable assumptions, such statements are not guarantees of future performance
  and actual results or developments may differ materially from those in the forward-looking
  statements. Factors that could cause actual results to differ materially from
  those in forward-looking statements include market prices, exploitation and
  exploration successes, continued availability of capital and financing, and
  general economic, market or business conditions. Investors are cautioned that
  any such statements are not guarantees of future performance and that actual
  results or developments may differ materially from those projected in the forward-looking
  statements.

---

-46-

ITEM 6      DIRECTORS, SENIOR
  MANAGEMENT AND EMPLOYEES

A. Directors
  and Senior Management

|                                                |                            | Shares Beneficially
|----------------------------------------------- | -------------------------- | -------------------
|Name, Position and Municipality                 | Period a Director of Great | Owned or           
|of Residence                                    | Basin                      | Controlled(1)      
|                                                |                            |                    
|David J. COPELAND                               | Since February 1994        | 308,250            
|Director                                        |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|T. Barry COUGHLAN                               | Since February 1998        | Nil                
|Director                                        |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|Scott D. COUSENS                                | Since March 1993           | 41,027             
|Director                                        |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|Robert A. DICKINSON                             | Since May 1986             | 150,000(2)         
|Chairman and Director                           |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|David S. JENNINGS                               | Since June 2001            | 151,650            
|Director                                        |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|Jeffrey R. MASON                                | Since February 1994        | 100,800            
|Secretary, Chief Financial Officer and Director |                            |                    
|Vancouver, British Columbia                     |                            |                    
|                                                |                            |                    
|Sipho A. NKOSI                                  | Since August 2003          | Nil                
|Director                                        |                            |                    
|Sandton, Gauteng, South Africa                  |                            |                    
|                                                |                            |                    
|Walter T. SEGSWORTH                             | Since January 2003         | Nil                
|Director                                        |                            |                    
|West Vancouver, British Columbia                |                            |                    
|                                                |                            |                    
|Robert G. STILL                                 | Since August 2003          | Nil(4)             
|Director                                        |                            |                    
|Sandton, Gauteng, South Africa                  |                            |                    
|                                                |                            |                    
|Ronald W. THIESSEN                              | Since October 1993         | 259,531            
|President, Chief Executive Officer and Director |                            |                    
|West Vancouver, British Columbia                |                            |                    

|(1) | The information as to shares beneficially owned
        or controlled, and ownership information, has been furnished by insiders
        and is as of June 29, 2004.                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Certain of these shares are held indirectly in the
        name of United Mineral Services Ltd., and 491038 B.C. Ltd., companies
        controlled by Mr. Dickinson.                                                                                                                                                                                                                                   
|   
|(3) | As of June 29, 2004, the total beneficial security
        holdings of the current directors and officers are 1,011,258 shares (which
        represents approximately 1.2% of the current issued and outstanding shares)
        plus 3,196,000 options, excluding Ballottine Investments (Proprietary)
        Limited's ("Ballottine") ownership of Great Basin as disclosed in note
        4 below.
|   
|(4) | Mr. Still has an indirect interest in a trust which
        is associated with Ballottine. Ballottine holds 11,000,000 shares of the
        Company as at June 29, 2004.                                                                                                                                                                                                                               

---

-47-

Principal Occupation of Current Management of Great Basin

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

Mr. Copeland is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation,Director (September 1996 to present); Farallon Resources
  Ltd., Director (December 1995 to present); Great Basin Gold Ltd.,
  Director (February 1994 to present); Continental Minerals Corporation(formerly
  Misty Mountain Gold Limited), Vice-President, Project Development (June
  1995 to February 1996 and June 1997 to June 1998) and Director (November 1995
  to present); Northern Dynasty Minerals Ltd., Director (June 1996 to present);
  Taseko Mines Limited, Director (January 1994 to present) (including Director
  of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary
  of Taseko Mines Limited); Casamiro Resource Corp., Director (February
  1995 to August 2002).

T. BARRY COUGHLAN, B.A., Director

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

Mr. Coughlan is, or was within the past
  5 years, an officer and or a director of the following companies: Farallon
  Resources Ltd., Director (March 1998 to present); Great Basin Gold Ltd.,
  Director (February 1998 to present); Taseko Mines Limited, Director (February
  2001 to present); AMS Homecare Inc.(formerlyCanoil Exploration
  Corporation), Director (November 2001 to present); Casamiro Resource Corp.,
  Director (February 1995 to August 2002); Tri-Alpha Investments Ltd.,
  President, Chief Executive Officer and Director (June 1986 to present); and
  Icon Industries Ltd., (formerly Ghana Goldfields Ltd.), President, Chief
  Executive Officer and Director (September 1991 to present).

Scott D. Cousens provides management,
  technical and financial services to a number of publicly traded companies. Mr.
  Cousens' focus for the past 14 years has been the development of relationships
  within the international investment community. Substantial financings and subsequent
  corporate success has established strong ties with North American, European
  and Asian investors.

Mr. Cousens is, or was within the past
  years, an officer and/or director of the following public companies:Amarc
  Resources Ltd., Director (September 1995 to present); Anooraq Resources
  Corporation, Director (March 1994 to September 1994) and (September 1996
  to present); Farallon Resources Ltd., Director (December 1995 to present);
  Great Basin Gold Ltd., Director (March 1993 to present); Continental
  Minerals Corporation(formerly Misty Mountain Gold Limited), Director (June
  1994 to present); Northern Dynasty Minerals Ltd., Director (June 1996
  to present); Rockwell Ventures Inc., Director (November 2000 to present);
  and Taseko Mines Limited, Director (October 1992 to present).

ROBERT A. DICKINSON, B.Sc., M.Sc.  Chairman of the Board and Director

Robert A. Dickinson is an economic geologist
  who serves as a member of management of several mineral exploration companies,
  primarily those for whom Hunter Dickinson Inc. provides services. He holds a
  Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business
  Administration -

---

-48-

Finance) from the University of British
  Columbia. Mr. Dickinson has also been active in mineral exploration over 36
  years. He is a director of Hunter Dickinson Inc. He is also President and Director
  of United Mineral Services Ltd., a private investment company.

Mr. Dickinson is, or was within the
  past years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (April 1993 to present), Chairman (September 2000
  to present), President (September 1995 to September 2000), Chief Financial Officer
  (September 1995 to September 1998) and Chief Executive Officer (September 1998
  to September 2000); Anooraq Resources Corporation, Director (November
  1990 to present), Chairman (September 2000 to present), President (September
  1996 to September 2000), Chief Financial Officer (September 1996 to February
  1999) and Chief Executive Officer (February 1999 to September 2000); Farallon
  Resources Ltd., Director (July 1991 to present), Chairman (September 2000
  to present) and Chief Executive Officer (December 1995 to September 2000); Great
  Basin Gold Ltd., Director (May 1986 to present), Chairman or Chairman (September
  2000 to present), President (May 1986 to September 2000), Chief Executive Officer
  (November 1998 to September 2000), Chief Financial Officer (May 1986 to June
  1998); Continental Minerals Corporation(formerly Misty Mountain Gold
  Limited), Director (November 1995 to February 2001), Chairman (September
  2000 to February 2001), President (November 1995 to September 2000), Chief Financial
  Officer (June 1993 to June 1998), Chief Executive Officer (June 1998 to September
  2000); Northern Dynasty Minerals Ltd., Director (June 1994 to present),
  Chief Executive Officer (May 1997 to November 2001), and Chairman (November
  2001 to present); Rockwell Ventures Inc., Chairman and Director (November
  2000 to present); Taseko Mines Limited, Director (January 1991 to present),
  Chairman (September 2000 to present), President (January 1991 to September 2000),
  Chief Financial Officer (January 1991 to November 1998), Chief Executive Officer
  (November 1998 to September 2000), (including Chairman and Director of Gibraltar
  Mines Ltd. a private mining company, which is a wholly owned subsidiary of Taseko
  Mines Limited).

Mr. Jennings is an economic geologist
  and executive and holds a Bachelor of Science degree (Hons. Geology) from Lehigh
  University and a Doctorate in Geology Degree from McMaster University.

Mr. Jennings is, or was within the past
  years, an officer and/or director of the following public companies:Anooraq
  Resources Corporation, Director (September 1996 to present); Farallon
  Resources Ltd., Director (July 1991 to present), President (July 1991 to
  September 2000), Chief Financial Officer (June 1996 to December 1997);Great
  Basin Gold Ltd., Director (June 2001 to present); Quartz Mountain Resources
  Ltd., President, Chief Executive Officer (May 1988 to present), Director
  (August 1986 to present); B.A.S.M. Resources Corp., Director (June 1994
  to January 16, 1998); Cornucopia Resources Ltd., Vice-President Exploration
  (September 1991 to March 1996), Director (June 1986 to January 1999); Continental
  Minerals Corporation(formerly Misty Mountain Gold Limited), Director (June
  1998 to February 2001); Taseko Mines Limited, Director (November 4, 1998
  to February 2001); and Zim-Gold Resources Ltd., Director (April 1995
  to January 16, 1998).

JEFFREY R. MASON, CA  Chief Financial Officer, Secretary and Director

Jeffrey R. Mason holds a Bachelor of
  Commerce degree from the University of British Columbia and obtained his Chartered
  Accountant designation while specializing in the mining, forestry and transportation
  sectors at the international accounting firm of Deloitte & Touche. Following
  comptrollership positions at an international commodity mercantilist and Homestake
  Mining Group of companies including responsibility for North American Metals
  Corp. and the Eskay Creek Project, Mr. Mason has spent the last several years
  as a corporate officer and director to a number of publicly-traded mineral exploration
  companies. Mr. Mason is also employed as Chief Financial Officer of Hunter Dickinson
  Inc. and his principal occupation is the financial administration of the public
  companies that Hunter Dickinson Inc. provides services for.

Mr. Mason is, or was within the past
  years, an officer and or director of the following public companies: Amarc
  Resources Ltd., Secretary and Director (September 1995 to present), Treasurer
  (September 1995 to September 1998) and Chief Financial Officer (September 1998
  to present); Anooraq Resources

---

-49-

Corporation, Director (April 1996 to
  present), Treasurer (September 1996 to February 1999), Chief Financial Officer
  (February 1999 to present), Secretary (September 1996 to present); Farallon
  Resources Ltd., Secretary (December 1995 to present), Chief Financial Officer
  (December 1997 to present) and Director (August 1994 to present); Great Basin
  Gold Ltd., Director (February 1994 to present), Secretary (February 1994
  to present), Chief Financial Officer (June 1998 to present), Treasurer (February
  1994 to June 1998); Continental Minerals Corporation(formerly Misty
  Mountain Gold Limited), Secretary (November 1995 to present), Treasurer (November
  1995 to June 1998), Chief Financial Officer (June 1998 to present) and Director
  (June 1994 to present); Northern Dynasty Minerals Ltd., Secretary (June
  1996 to present), Director (June 1996 to present), Chief Financial Officer (June
  1998 to present), Treasurer (May 1997 to June 1998); Rockwell Ventures Inc.,
  Chief Financial Officer and Director (November 2000 to present); Taseko Mines
  Limited, Secretary (March 1994 to present), Chief Financial Officer (November
  1998 to present), Director (March 1994 to present), and Treasurer (March 1994
  to November 1998), and (including Chief Financial Officer, Secretary and Director
  of Gibraltar Mines Ltd., a private mining company, which is a wholly owned subsidiary
  of Taseko Mines Limited).

Mr. Nkosi is South African and holds
  a Bachelor of Commerce degree from the University of South Africa and a Master
  of Business Administration from the University of Massachusetts in the eastern
  United States. He has an extensive background in the mining and power industries.
  He is a founder of and is currently Chief Executive Officer of Eyesizwe Coal
  (Proprietary) Ltd ("Eyesizwe), that is one of the country's largest coal
  producers. Prior to founding Eyesizwe in 2001, Mr. Nkosi spent three years with
  Asea Brown Boveri Sub Sahara Africa (Proprietary) LtdandAlstom SA
  (Proprietary) Ltd, initially as Managing Director of ABB Power Generation
  (SA) , and then as Country Manager ofABB/Alstom Power until December
  2000. From 1993 to 1997, he was Marketing Manager for Billiton Ltd., an international
  mining company.

Walter T. Segsworth has been an active
  and respected member of the international mining industry for over 30 years.
  He has an excellent track record in employee safety, environmental excellence
  and turn around production situations. During Mr. Segsworth's tenure as President,
  Chief Operating Officer and Director at Homestake Mining Company, the Company
  set a 125 year gold production record and its operating costs reached 25 year
  lows. Mr. Segsworth is a past Director and Chairman of the Mining Associations
  of Canada and British Columbia, and was voted British Columbia Mining Industry
  Person of the Year in 1996. He is a member of the Canadian Institute of Mining,
  Metallurgy and Petroleum and until recently, was part of the Mining Curriculum
  Advisory Board of the Michigan Technological University, from which he earned
  his degree in Mining Engineering.

Mr. Segsworth is, or was within the
  past years, an officer and/or director of the following public companies: Cumberland
  Resources, Director (May 2002-present), Expatriate Resources Ltd.,
  Director (February 2001-present), Great Basin Gold Ltd. Director (January
  2003-present); Homestake Mining Company, President, COO (April 1999 
  February 2002), Director (February 2001-December 2001); Homestake Canada,
  Inc., President, CEO, and Director (April 1998April 1999); Newhawk
  Gold Mines Ltd., Director (April 1998-September 1999); Novagold Resources
  Inc., Director (May 2002November 2002); Prime Resources Group Inc.,
  President, CEO and Director (April 1998December 1998); UEX Corporation,
  Director (March 2002Present);Westmin Resources Ltd., President,
  CEO and Director (May 1990January 1998).

ROBERT G. STILL, B.Com (Hons), CA(SA), IMM  Director

Robert Still is a native of South Africa
  and received his Chartered Accountant designation in South Africa in 1981. He
  has been an executive with the mining industry in South Africa since 1987. He
  is currently Chief Executive Officer of Southern Mining Limited.

Mr. Still has been responsible for the
  development of a number of important projects during his career. He was instrumental
  in assembling mineral rights in Tanzania for Pangea Goldfields Ltd.

---

-50-

Mr. Still is also a founding member
  of the Board of Directors of Zimbabwe Platinum Mines Limited, an Australian
  based company that owns and operates a substantial platinum group metals mine
  in the Great Dyke region of Zimbabwe. He was appointed Chairman of Zimbabwe
  Platinum Mines Limited in 2000. Prior to 1997, Mr. Still was the business director
  for JCI Inc., one of the largest mining houses in South Africa. He was
  Chief Executive Officer of Rhombus Exploration Ltd. from 1987 to 1995.

RONALD W. THIESSEN, CA  President, Chief Executive Officer and Director

Ronald W. Thiessen is a Chartered Accountant
  in Canada and for the past several years has had as his principal occupation
  serving as a director and/or officer of several publicly-traded mineral exploration
  companies. Mr. Thiessen is employed by Hunter Dickinson Inc., a company providing
  management and administrative services to several publicly-traded companies
  and focuses on directing corporate development and financing activities. He
  is also a director of Hunter Dickinson Inc.

Mr. Thiessen is, or was within the past
  years, an officer and/or director of the following public companies: Amarc
  Resources Ltd., Director (September 1995 to present), President and Chief
  Executive Officer (September 2000 to present); Anooraq Resources Corporation,
  Director (April 1996 to present), President and Chief Executive Officer (September
  2000 to present); Farallon Resources Ltd., Director (August 1994 to present),
  President and Chief Executive Officer (September 2000 to present); Great
  Basin Gold Ltd., Director (October 1993 to present), President and Chief
  Executive Officer (September 2000 to present); Continental Minerals Corporation(formerly Misty Mountain Gold Limited), Director (November 1995 to present),
  President and Chief Executive Officer (September 2000 to present); Northern
  Dynasty Minerals Ltd., President and Chief Executive Officer (November 2001
  to present), Director (November 1995 to present); Rockwell Ventures Inc.,
  President and Chief Executive Officer (November 2000 to present); Taseko
  Mines Limited, Director (October 1993 to present), President and Chief Executive
  Officer (September 2000 to present), (including Director of Gibraltar Mines
  Ltd., a private mining company, which is a wholly owned subsidiary of Taseko
  Mines Limited.); Casamiro Resource Corp., President and Director (February
  1990 to August 2002).

---

-51-

B.     Compensation

Executive Compensation

Ronald W. Thiessen, President and Chief Executive Officer,
  Jeffrey R. Mason, Chief Financial Officer and Secretary, David J. Copeland are
  the "Named Executive Officers" of the Company for the purposes of the following
  disclosure. The compensation paid to the Named Executive Officers during the
  Company's three most recently completed financial years is as set out below:

|SUMMARY COMPENSATION TABLE                                           
|---------------------------------------------------------------------
|Name and Principal Position                                          
|Salary  ($)                                                          
|Securities Under  Options/SARs 
      Granted  (#)                   
|Ronald W. Thiessen  
      Chief Executive  
      Officer, President
|Jeffrey R. Mason  
      Chief Financial  
      Officer, Secretary  
|David J. Copeland (1)  
      Director                               

|(1) | Mr. Copeland's compensation was paid to CEC Engineering
        Ltd., a private engineering company controlled by Mr. Copeland, for engineering
        and project management services rendered to the Company.                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | During the Company's financial year ended December
        31, 2003 the aggregate direct remuneration paid or payable to the Company's
        executive officers by the Company and its subsidiaries, all of whose financial
        statements are consolidated with those of the Company, was $410,998.

Long-Term Incentive Plan Awards

Long term incentive plan awards ("LTIP") means "a plan providing
  compensation intended to motivate performance over a period greater than one
  financial year whether performance is measured by reference to financial performance
  of the Company or an affiliate, or the price of the Company's Shares. The Company
  did not award any LTIPs to any Named Executive Officer during the most recently
  completed financial year.

Share Options

The Company has in place a stock option plan dated for reference
  June 19, 2003 (the "Plan"). The Plan has been established to provide incentive
  to qualified parties to increase their proprietary interest in the Company and
  thereby encourage their continuing association with the Company. The Plan is
  administered by the directors of the Company. The Plan provides that options
  will be issued to directors, officers, employees and consultants of the Company
  or a subsidiary of the Company. All options expire on a date not later than
  10 years after the date of grant of such option.

During the fiscal year ended December 31, 2003, an aggregate
  of 1,150,000 options to purchase shares was granted to the directors at an average
  exercise price of $1.44 per share. These options expire on July 29, 2005.

---

-52-

The share options granted to the Named Executive Officers during the financial
  year ended December 31, 2003 were as follows:

|OPTIONS GRANTS DURING THE MOST
      RECENTLY COMPLETED FINANCIAL YEAR
|----------------------------------------------------------------------
|Name                                                                  
|Ronald W. Thiessen                                                    
|Jeffrey R. Mason                                                      
|David J. Copeland                                                     

The share options exercised by the Named Executive Officers during the financial
  year ended December 31, 2003 and the values of such options at the end of such
  year were as follows:

|AGGREGATED OPTIONS/SARS EXERCISED DURING
      THE MOST RECENTLY COMPLETED            FINANCIAL YEAR AND FINANCIAL
      YEAR-END OPTION/SAR VALUES
|---------------------------------------------------------------------------------------------------------------------------------------------------
|Name                                                                                                                                               
|Ronald W. Thiessen                                                                                                                                 
|Jeffrey R. Mason                                                                                                                                   
|David J. Copeland                                                                                                                                  

No share options were amended or repriced on behalf of the
  Named Executive Officer during the financial year ended December 31, 2003.

Pension Plans There are no defined benefit or actuarial plans in place.


Termination of Employment, Change in Responsibilities and
  Employment Contracts

There is no employment contract between the Company and any
  Named Executive Officer.

There are no compensatory plan(s) or arrangement(s), with
  respect to the Named Executive Officer resulting from the resignation, retirement
  or any other termination of employment of the officer's employment or from a
  change of the Named Executive Officer's Responsibilities following a change
  in control.

---

-53-

Security Holdings of Insiders who are Management (as at June 29, 2004)

|                    |  |                         |  | As a percentage of the common  |  |                   | 
|------------------- |  | ----------------------- |  | ------------------------------ |  | ----------------- | 
|                    |  | Shares owned or         |  | shares outstanding at June 29, |  | Number of Options | 
|Name of Insider     |  | beneficially controlled |  | 2004                           |  | Held by Insider   | 
|David J. Copeland   |  | 308,250                 |  | 0.3%                           |  | 534,000           | 
|T. Barry Coughlan   |  | 0                       |  | 0%                             |  | 120,000           | 
|Scott D. Cousens    |  | 41,027                  |  | 0%                             |  | 334,000           | 
|Robert A. Dickinson |  | 150,000                 |  | 0.2%                           |  | 334,000           | 
|David S. Jennings   |  | 151,650                 |  | 0.2%                           |  | 534,000           | 
|Jeffrey R. Mason    |  | 100,800                 |  | 0.1%                           |  | 476,000           | 
|Sipho A. Nkosi      |  | 0                       |  | 0%                             |  | 100,000           | 
|Walter T. Segsworth |  | 0                       |  | 0%                             |  | 200,000           | 
|Robert G. Still     |  | 0                       |  | 0%                             |  | 100,000           | 
|Ronald W. Thiessen  |  | 259,531                 |  | 0.5%                           |  | 464,000           | 
|                    |  |                         |  |                                |  |                   | 
|Total               |  | 1,011,258               |  | 1.2%                           |  | 3,196,000         | 

Securities Held By Insiders


As at June 29, 2004, the directors and officers of Great Basin
  and their affiliate held as a group, directly and indirectly, own or control
  an aggregate of 1,011,258 common shares (1.2%) and hold options to acquire an
  additional 3,196,000 common shares. To the knowledge of the directors and officers
  of Great Basin, as at such date, The only person or entity holding more than
  5% of the issued common shares of the Company was Ballottine Investments (Proprietary)
  Limited, ("Ballottine") which holds 11,000,000 shares of the Company. Ballottine
  is a private South African company controlled by the former shareholders of
  Southgold Exploration (Proprietary) Limited. Ballottine does not have any voting
  rights different from other shareholders, except that all or substantially all
  of these shares are subject to a voting trust agreement, whereby these shares
  are committed to vote with Great Basin management for a period of five years.

C.     Board Practices

All directors were elected at the June 22, 2004 annual general
  meeting and have a term of office expiring at the next annual general meeting.
  of Great Basin. All officers have a term of office lasting until their removal
  or replacement by the Board of Directors.

There were no arrangements, standard or otherwise, pursuant
  to which directors were compensated by Great Basin or its subsidiaries for their
  services in their capacity as directors, or for committee participation, involvement
  in special assignments of for services as consultants or experts during the
  most recently completed financial year or subsequently, up to and including
  the date hereof. Great Basin paid $118,987 to a private engineering company
  owned by David J. Copeland, a director, for engineering services provided during
  the year. The foregoing compensation is included in the amounts paid to Named
  Executive Officers shown in the table on the preceding pages.

During the fiscal year 2003, 1,150,000 (100,000 to four directors
  and 125,000 to six directors) incentive options to purchase shares were granted
  to the directors at an average exercise price of $1.44 per share. The options
  expire on July 29, 2005. The options were issued pursuant to the Company's Share
  Option Plan. The Share Option Plan was approved by disinterested shareholders
  at the Company's annual general meeting held on June 19, 2003.

Commencing January 1, 2004, each director of the Company is
  paid an annual director's fee of $2,400 ($600 paid quarterly) and an additional
  fee of $600 for each directors' meeting attended. Each director who is a member
  of a committee, receives $2,400 ($600 paid quarterly) for each committee of
  which he or she is a member, and a further fee of $600 for each committee meeting
  attended.

T. Barry Coughlan and Walter T. Segsworth are members of the
  Company's audit committee. The audit committee is elected annually by the directors
  of Great Basin at the first meeting of the board

---

-54-

held after Great Basin's annual general meeting. Its primary
  function is to review the financial statements of the Company before they are
  submitted to the board for approval. The audit committee is also available to
  assist the board if required with matters relating to the appointment of the
  Company's auditor and the overall scope and results of the audit, internal financial
  controls, and financial information for publication for various purposes. The
  Company has no remuneration or nomination committee.

D.     Employees

At June 29, 2004, Great Basin had no direct employees. Great
  Basin's administrative and exploration functions are primarily administered
  through Hunter Dickinson Inc. (see Item 7).

E.     Share Ownership

As at June 29, 2004 an aggregate of 5,248,300 shares have
  been reserved for issuance pursuant to Great Basin's Share Incentive Plan, described
  below, which reserves up to 14,600,000 shares for issuance.

(a) Incentive Options

|                                 |  | Number of |  | Exercise |  |                   |  |                  
|-------------------------------- |  | --------- |  | -------- |  | ----------------- |  | -----------------
|Optionholder                     |  | Shares    |  | Price    |  | Date of Grant     |  | Expiry Date      
|                                 |  |           |  |          |  |                   |  |                  
|Directors and Officers of the    |  | 1,272,000 |  | $0.96    |  | January 9, 2001   |  | January 10, 2006 
|Corporation and its Subsidiaries |  | 874,000   |  | $1.17    |  | December 11, 2002 |  | December 20, 2007
|                                 |  | 300,000   |  | $1.32    |  | July 4, 2004      |  | July 29, 2005    
|                                 |  | 750,000   |  | $1.50    |  | July 17, 2004     |  | July 29, 2005    
|                                 |  | 3,196,000 |  |          |  |                   |  |                  
|                                 |  |           |  |          |  |                   |  |                  
|Employees and Consultants        |  | 300,000   |  | $0.96    |  | January 9, 2001   |  | January 10, 2006 
|                                 |  | 128,000   |  | $1.17    |  | December 11, 2002 |  | December 20, 2004
|                                 |  | 198,000   |  | $1.17    |  | December 11, 2002 |  | December 20, 2007
|                                 |  | 241,300   |  | $1.80    |  | January 31, 2003  |  | January 31, 2005 
|                                 |  | 15,000    |  | $1.70    |  | August 1, 2003    |  | July 29, 2005    
|                                 |  | 100,000   |  | $1.97    |  | September 2, 2003 |  | September 8, 2005
|                                 |  | 645,000   |  | $2.50    |  | October 29, 2003  |  | November 30, 2005
|                                 |  | 50,000    |  | $2.69    |  | November 5, 2003  |  | November 30, 2005
|                                 |  | 95,000    |  | $2.76    |  | November 5, 2003  |  | November 30, 2005
|                                 |  | 100,000   |  | $2.76    |  | January 27, 2004  |  | November 30, 2005
|                                 |  | 180,000   |  | $1.59    |  | May 14, 2004      |  | November 30, 2006
|                                 |  | 2,052,300 |  |          |  |                   |  |                  
|                                 |  |           |  |          |  |                   |  |                  
|                                 |  | 5,248,300 |  |          |  |                   |  |                  

(b) Share Incentive Plan

Amendment to Share Option Plan

In order to provide incentive to directors, officers employees,
  management and others who provide services to Great Basin to act in the best
  interests of Great Basin, management of Great Basin proposed that shareholders
  amend its share option plan. The new share option plan was approved by shareholders
  at Great Basin's annual general meeting held on June 22, 2004. Under the new
  share option plan, subject to shareholder approval, (the "Plan"), a total of
  14,600,000 shares of Great Basin was reserved for share incentive options to
  be granted at the discretion of Great Basin's board of directors to eligible
  optionees (the "Optionees"). As at June 29, 2004, an aggregate of 14,600,000
  were available under the Plan, of which 5,248,300 were outstanding. There remain
  a further 4,808,500 available to grant.

---

-55-

The TSX Venture Exchange policies permit up to 20% of issued
  and outstanding shares be reserved for issuance as share incentive options under
  a Plan. Twenty percent of Great Basin's issued and outstanding shares as at
  June 29, 2004 is 17,297,075 shares.

The number of shares reserved for issuance under the Plan
  requires shareholder and TSX Venture Exchange approval. Shareholders approved
  an ordinary resolution of disinterested shareholders that 4,800,000 shares be
  reserved for issuance to Optionees under the Plan.

Eligible Optionees


Under the policies of TSX Venture Exchange, to be eligible
  for the issuance of a stock option under the Plan an Optionee must either be
  a director, officer, employee, consultant or an employee of a company providing
  management or other services to Great Basin or its subsidiary at the time the
  option is granted.

Options may be granted only to an individual or to a company
  that is wholly-owned by individuals eligible for an option grant. If the option
  is granted to a non-individual, Great Basin must provide TSX Venture Exchange
  with an undertaking that it will not permit any transfer of its securities,
  nor issue further securities, to any other individual or entity as long as the
  incentive stock option remains in effect without the consent of TSX Venture
  Exchange.

Material Terms of the Plan


The following is a summary of the material terms of the Plan:

|(a) | all options granted under the Plan are non-assignable
        and non-transferrable and for a period of up to ten years;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | for stock options granted to employees or service
        providers (inclusive of management company employees), Great Basin must
        ensure that the proposed Optionee is a bona fide employee or service provider
        (inclusive of a management company employee), as the case may be, of Great
        Basin or of any of its subsidiaries;                                                                                                                                                                                                                        
|   
|(c) | if an Optionee ceases to be employed by Great Basin
        (other than as a result of termination with cause) or ceases to act as
        a director or officer of Great Basin or a subsidiary of Great Basin, any
        option held by such Optionee may be exercised within 90 days after the
        date such Optionee ceases to be employed as an officer or director or,
        as the case may be, or within 30 days if the Optionee is engaged in investor
        relations activities and ceases to be employed to provide investor relations
        activities;
|   
|(d) | the minimum exercise price of an option granted
        under the Plan must not be less than the Discounted Market Price (as defined
        in the policies of TSX Venture Exchange); and                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(e) | no Optionee can be granted an option or options
        to purchase more than 5% of the outstanding listed shares of Great Basin
        in a one year period.                                                                                                                                                                                                                                                                                                                                                                                                                 

Great Basin will obtain "disinterested" shareholders' approval (described
  below) if:

|(i)   | the number of options granted to Insiders of Great
        Basin exceeds 10% of Great Basin's outstanding listed shares; or                                                      
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | the aggregate number of options granted to Insiders
        of Great Basin within a one year period exceeds 10% of Great Basin's outstanding
        listed shares; or           
|     
|(iii) | the number of options granted to any one Insider
        and such Insider's associates within a one year period exceeds 5% of Great
        Basin's outstanding listed shares; or
|     
|(iv)  | Great Basin is decreasing the exercise price of
        options previously granted to Insiders.                                                                                  

Disinterested Shareholder Approval

For purposes of this resolution an aggregate of 1,011,258
  shares held by insiders and their associates (as defined in the Securities
  Act(British Columbia)) will not be voted at the Meeting. However, if this
  resolution does not pass by disinterested shareholder approval then a second
  vote will be held where insiders and their associates will be permitted to vote
  on the resolution and the plan will be adopted subject to the restrictions set
  out in (i) to (iv) above.

---

-56-

"Insider" means a director or senior officer of Great Basin,
  a director or senior officer a company that is an insider or subsidiary of Great
  Basin, a person that beneficially owns or controls, directly or indirectly,
  voting shares carrying more than 10% of the voting rights attached to all outstanding
  voting shares of Great Basin, or Great Basin itself if it holds any of its own
  securities.

"Disinterested Shareholder Approval" means the approval by
  a majority of the votes cast by all shareholders of Great Basin at the shareholders'
  meeting excluding votes attached to listed shares beneficially owned by "Insiders"
  of Great Basin (generally officers and directors) to whom the DSA Options have
  been granted under the Plan and Associates of those Insiders.

"Ordinary Resolution" is a resolution passed by the shareholders
  of a company at a general meeting by a simple majority of the votes cast in
  person or by proxy.

ITEM 7MAJOR SHAREHOLDERS AND RELATED
    PARTY TRANSACTIONS A.     Major Shareholders


Great Basin's securities are recorded on the books of its
  transfer agent in registered form, however, the majority of such shares are
  registered in the name of intermediaries such as brokerage houses and clearing
  houses on behalf of their respective brokerage clients, and Great Basin does
  not have knowledge or access to information about of the beneficial owners thereof.
  To the best of its knowledge, Great Basin is not directly or indirectly owned
  or controlled by a corporation or foreign government. As of June 29, 2004, Great
  Basin had unlimited authorized common shares without par value of which 86,485,379
  were issued and outstanding.

As of June 29, 2004, directors and officers of Great Basin
  as a group (10 persons) owned or controlled an aggregate of 1,011,258 shares
  (1.2%) of Great Basin,or 4,207,258 shares (4.9%)
  on a diluted basis.

Under the British Columbia Securities Act, insiders
  (generally officers, directors, holders of 10% or more of Great Basin's shares)
  are required to file insider reports of changes in their ownership within 10
  days of the month following a trade in Great Basin's securities. Copies of such
  reports are available for public inspection at the Canadian regulatory website
  for insider filings www.sedi.ca.

---

-57-

As of June 29, 2004, to the best of the Company's knowledge,

| |               |  | Number of    |  |                  |  |            | 
| | ------------- |  | ------------ |  | ---------------- |  | ---------- | 
| |               |  | registered   |  |                  |  | Percentage | 
| |               |  | shareholders |  |                  |  | of total   | 
| | Location      |  | of record    |  | Number of shares |  | shares     | 
| | Canada        |  | 730          |  | 55,723,014       |  | 64.4%      | 
| | United States |  | 356          |  | 19,668,105       |  | 22.7%      | 
| | Other         |  | 6            |  | 11,094,260       |  | 12.9%      | 
| |               |  | 1,092        |  | 86,485,379       |  |            | 

B.     Related Party Transactions

No director or senior officer, and no associate or affiliate
  of the foregoing persons, and no insider has or has had any material interest,
  direct or indirect, in any other transactions, or in any other proposed transaction,
  which in either such case has materially affected or will materially affect
  Great Basin or its predecessors during the year ended December 31, 2003, except
  as follows:

(a) Arrangements with Hunter Dickinson Inc.

Great Basin does not have full-time management or employees.
  These services are provided to Great Basin by Hunter Dickinson Inc. ("HDI")
  pursuant to a geological and administrative services agreement dated for reference
  December 31, 1996. HDI is one of the larger independent mining exploration groups
  in North America and as of April 15, 2003 employs or retains on a substantially
  full-time basis, 15geoscientists (of which 6 are professional geoscientists/P.Geo.,
  3 are geological engineers/P.Eng. and 2 are Ph.D.s), 2 licensed professional
  mining and 1 mechanical engineers (P.Eng.), 8 accountants (including 4 Chartered
  Accountants and 1 Certified Management Accountant and 1 Certified General Accountant)
  and 15 administrative staff. It has supervised mineral exploration projects
  in Canada (British Columbia, Manitoba, Ontario and Quebec) and internationally
  in Brazil, Chile, USA (Nevada and Alaska), Mexico and South Africa. HDI allocates
  the costs of staff input into projects like Ivanhoe based on time records of
  involved personnel. HDI also incurs third-party costs on behalf of Great Basin,
  for which HDI is entitled to reimbursement on a full cost-recovery basis. The
  shares of HDI are owned equally by each of the participating corporations (including
  Great Basin) as long as HDI services are being provided however such participant
  surrenders its single share at the time of termination of the "Services Agreement"
  described below. HDI is managed by the directors of Great Basin and who are
  generally the controlling directors of the other corporate participants in the
  arrangements with HDI.

During the fiscal year ended December 31, 2003, Great Basin
  paid $1,411,849 (2002 - $463,382) to HDI for services rendered, or costs incurred
  on behalf of Great Basin, by HDI pursuant to this Agreement. Great Basin also
  paid $22,320 (2002 - $17,735) to Hunter Dickinson Group Inc. for services rendered,
  or costs incurred on behalf of Great Basin.

b) Acquisition of Southgold

As described in Item 4, Great Basin acquired 100% of the shares
  of Southgold Exploration (Proprietary) Limited. Subsequent to the negotiation
  for acquisition, Messrs Still and Nkosi who have a beneficial financial interest
  in Southgold were appointed to the Board of Great Basin.

C.     Interests of Experts and
  Counsel

Not applicable.

ITEM 8FINANCIAL INFORMATION

A.     Consolidated Statements
  and Other Financial Information

See "Item 17 Financial Statements" and pages 2-3. Legal Proceedings


The Company is not involved in any litigation or legal proceedings
  and to the Company's knowledge, no material legal proceedings involving the
  Company or its subsidiaries are to be initiated against the Company.

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Dividend Policy

The Company has not paid any dividends on its outstanding
  common shares since its incorporation and does not anticipate that it will do
  so in the foreseeable future. All funds of Great Basin are being retained for
  exploration of its Projects.

B.     Significant Changes

There have been no significant changes to the accompanying
  financial statements since December 31, 2003, except as follows:

| | (a) | In January 2004, the Company exercised the second
        tranche of its option to purchase the remaining 51% of Southgold Exploration
        (Proprietary) Limited which it did not own, by issuing 11 million common
        shares and 5.5 million warrants to the former shareholders of Southgold.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 9THE OFFERING AND LISTING

A.Offer and Listing Details

Trading Markets

TSX VENTURE (until September 3, 2003): GBG  Trading in Canadian
  DollarsTSX (after September 3, 2003):

|                                 | High | Low  | 
|-------------------------------- | ---- | ---- | 
|                                 | ($)  | ($)  | 
|Annual                           |      |      | 
|2003                             | 3.95 | 1.05 | 
|2002                             | 2.26 | 0.80 | 
|2001                             | 1.42 | 0.38 | 
|2000                             | 2.12 | 2.02 | 
|1999                             | 3.00 | 0.86 | 
|                                 |      |      | 
|By Quarter                       |      |      | 
|                                 |      |      | 
|Calendar 2002                    |      |      | 
|First Quarter                    | 1.45 | 0.80 | 
|Second Quarter                   | 2.26 | 1.15 | 
|Third Quarter                    | 1.85 | 1.05 | 
|Fourth Quarter                   | 2.04 | 0.90 | 
|                                 |      |      | 
|Calendar 2003                    |      |      | 
|First Quarter                    | 2.08 | 1.30 | 
|Second Quarter                   | 1.58 | 1.10 | 
|Third Quarter                    | 2.34 | 1.31 | 
|Fourth Quarter                   | 3.95 | 1.80 | 
|                                 |      |      | 
|Calendar 2004                    |      |      | 
|First Quarter                    | 3.85 | 2.30 | 
|Second Quarter
      (to June 1) | 3.01 | 1.43 | 

---

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|              | High | Low  | 
|------------- | ---- | ---- | 
|              | ($)  | ($)  | 
|Monthly       |      |      | 
|May 2004      | 1.98 | 1.43 | 
|April 2004    | 3.01 | 1.91 | 
|March 2004    | 2.87 | 2.34 | 
|February 2004 | 3.25 | 2.30 | 
|January 2004  | 3.85 | 2.76 | 
|December 2003 | 3.95 | 2.95 | 

NASDAQ: GBGLF - Trading in United States dollars AMEX: GBN - Trading in United States dollars (after July 14, 2003)

|                           | High | Low  | 
|-------------------------- | ---- | ---- | 
|                           | ($)  | ($)  | 
|Annual                     |      |      | 
|2003                       | 3.09 | 0.79 | 
|2002                       | 1.58 | 0.51 | 
|2001                       | 0.80 | 0.30 | 
|2000                       | 1.45 | 1.36 | 
|1999                       | 2.09 | 0.56 | 
|                           |      |      | 
|By Quarter                 |      |      | 
|Calendar 2002              |      |      | 
|First Quarter              | 0.90 | 0.51 | 
|Second Quarter             | 1.58 | 0.73 | 
|Third Quarter              | 1.19 | 0.66 | 
|Fourth Quarter             | 1.28 | 0.57 | 
|                           |      |      | 
|Calendar 2003              |      |      | 
|First Quarter              | 1.29 | 0.87 | 
|Second Quarter             | 1.08 | 0.79 | 
|Third Quarter              | 1.73 | 0.93 | 
|Fourth Quarter             | 3.09 | 1.32 | 
|                           |      |      | 
|Calendar 2004              |      |      | 
|First Quarter              | 2.95 | 1.72 | 
|Second Quarter (to June 1) | 2.32 | 1.06 | 
|                           |      |      | 
|Monthly                    |      |      | 
|May 2004                   | 1.45 | 1.06 | 
|April 2004                 | 2.32 | 1.38 | 
|March 2004                 | 2.18 | 1.74 | 
|February 2004              | 2.47 | 1.72 | 
|January 2004               | 2.95 | 2.13 | 
|December 2003              | 3.09 | 2.27 | 

B.     Plan of Distribution

Not applicable.

C.     Markets

The shares of Great Basin traded in Canada on the TSX Venture
  Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver
  Stock Exchange) from November 6, 1987 to September 3, 2003 (symbol-GBG), after
  which they traded on the Toronto Stock Exchange (symbol-GBG).

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From December 14, 1990 to February 9, 1999, Great Basin's
  shares traded on the National Association of Securities Dealers Automated Quotation
  System (NASDAQ). On February 9, 1999, Great Basin's shares ceased trading on
  NASDAQ. From February 10, 1999 to July 12, 2003 Great Basin's shares traded
  on the OTC-BB (symbol-GBGLF), after which they have traded on the American Stock
  Exchange under the symbol GBN.

D.     Selling Shareholders Not applicable. E.     Dilution Not applicable. F.     Expenses of the Issue Not applicable. ITEM 10ADDITIONAL INFORMATION A.     Share Capital Not required


B.     Memorandum and Articles
  of Association

Great Basin’s corporate constituting documents comprising
  Articles of Association and Memorandum are registered with the British Columbia
  Registrar of Companies under Corporation No. 436691 and were filed pursuant
  to the Company Act of British Columbia. In March, 2004 British Columbia adopted
  an updated corporate statute called the Business Corporations Act (British Columbia).
  Great Basin, like all other British Columbia companies, is required within two
  years to “transition” itself with respect to certain corporate matters,
  to the Business Corporations Act. This transition is currently under way and
  is not expected to result in significant changes to the laws applicable to Great
  Basin. Great Basin will however increase its authorized share capital to an
  unlimited number from the currently fixed number. A copy of the Articles of
  Association and Memorandum were filed as an exhibit with Great Basin’s
  initial registration statement on Form 20-F.

Objects and Purposes


Great Basin's Memorandum of Incorporation and Articles of
  Association ("Articles") do not specify objects or purposes. Under British Columbia
  corporate law (the British Columbia Business Corporations Act or herein
  "BCCA"), a British Columbia corporation generally has all the legal powers of
  a natural person. British Columbia corporations may not undertake certain limited
  business activities such as operating as a trust company or railroad without
  alterations to its form of articles and specific government consent.

Directors  Powers and Limitations


Great Basin's Articles do not specify a maximum number of
  directors (the minimum under British Columbia law for a public company is three).
  The number of directors is fixed annually by shareholders at the annual Shareholders
  meeting and all directors are elected at that time, there are no staggered directorships.
  Under the BCCA, directors are obligated to abstain from voting on matters in
  which they may be financially interested after disclosing in writing such interest.
  Directors' compensation is not a matter on which they must abstain. Directors
  must be of the age of majority (18), and meet eligibility criteria including
  being mentally competent, not an un-discharged bankrupt, no fraud related convictions
  in the previous five years and a majority of directors must be ordinarily resident
  in Canada. There is no mandatory retirement age either under Great Basin's Articles
  or under the BCCA.

Directors' borrowing powers are not generally restricted where
  the borrowing is in Great Basin's best interests, but the directors may not
  authorize Great Basin to provide financial assistance for any reason where Great
  Basin is insolvent or the providing of the guarantee would render it insolvent.
  Directors need not own any shares of Great Basin in order to qualify as directors.

The Articles specify that the number of directors shall be
  the number of directors fixed by shareholders annually, or the number that are
  actually elected at a general shareholders meeting. The number of directors
  is determined

---

-61-

annually by shareholders at the annual Shareholders meeting
  and all directors are elected at that time. Under the Articles the directors
  are entitled between successive annual general meeting to appoint one or more
  additional directors but not more than one-third of the number of directors
  fixed at a shareholders or actually elected at the preceding annual shareholders'
  meeting. Directors automatically retire at the commencement of each annual meeting
  but may be re-elected thereat.

Under the Articles, a director who is any way directly or
  indirectly interested in a proposed contract or transaction with Great Basin,
  or who holds any office or possesses any property whereby directly or indirectly
  a duty might be created which would conflict with his duty or interest as a
  director, shall declare in writing the nature and extent of such interest in
  such contract or transaction. A director shall not vote in respect of any such
  contract or transaction if the company in which he is interested and if he should
  vote his vote shall not be counted but shall be counted in the quorum present
  at the meeting. Similarly, under the BCCA directors are obligated to abstain
  from voting on matters in which they may be financially interested after fully
  disclosing such interest. Directors must abstain from voting in such circumstances
  both under the Articles and under the BCCA.

Changes to Rights of Common Shareholders


Changes to the Articles and memorandum of Great Basin require
  a shareholders' "special resolution" being a resolution passed by not less than
  75% of the shares voted in person or by proxy at a duly convened shareholders
  meeting. Some organic corporate changes including amalgamation with another
  company, sale of substantially all of Great Basin's assets, re-domiciling out
  of the jurisdiction of British Columbia, creation of new classes of shares not
  only require such 75% approval but generally also give rise to a dissent right
  which is the right to be paid the fair value of the stockholder's shares in
  cash if the required special resolution is actually passed and Great Basin elects
  to proceed with the matter notwithstanding receipt of dissent notices. A notice
  of a shareholders meeting at which such an organic change action is intended
  to be considered must include a prominent notice of the dissent right. Dissent
  provisions are governed by the BCCA and not by the Articles of Great Basin.

Shareholders Meetings


Shareholders meetings are governed by the Articles of Great
  Basin but many important shareholder protections are also contained in the Securities
  Act (British Columbia) and the BCCA. The Articles provide that Great Basin
  will hold an annual shareholders' meeting, will provide at least 21 days' notice
  and will provide for certain procedural matters and rules of order with respect
  to conduct of the meeting. The Securities Act (British Columbia) and
  the BCCA superimpose requirements that generally provide that shareholders meetings
  require not less than a 60 day notice period from initial public notice and
  that Great Basin makes a thorough advanced search of intermediary and brokerage
  registered shareholdings to facilitate communication with beneficial shareholders
  so that meeting proxy and information materials can be sent via the brokerages
  to unregistered but beneficial shareholders, The form and content of information
  circulars and proxies and like matters are governed by the Securities Act
  and the BCCA. This legislation specifies the disclosure requirements for the
  proxy materials and various corporate actions, background information on the
  nominees for election for director, executive compensation paid in the previous
  year and full details of any unusual matters or related party transactions.
  Great Basin must hold an annual shareholders meeting open to all shareholders
  for personal attendance or by proxy at each shareholder's determination. The
  meeting must be held within 13 months of the previous annual shareholders meeting
  and must present audited statements which are no more than 180 days old at such
  meeting.

Shares Fully Paid

All Great Basin shares must, by applicable law, be issued
  as fully paid for cash, property or services. They are, therefore, non-assessable
  and not subject to further calls for payment.

Redemption

Great Basin has no redeemable securities authorized or issued.
  Therefore, Great Basin has no sinking fund or like security redemption fund.

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Pre-emptive Rights

There are no pre-emptive rights applicable to Great Basin
  which provide a right to any person to participate in offerings of Great Basin's
  equity or other securities

Rights to Profits and Liquidation Rights

All common shares of Great Basin participate rateably in any
  net profit or loss of Great Basin and shares rateably any available assets in
  the event of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under Great Basin's Articles or in
  the BCCA on the right of persons who are not citizens of Canada to hold or vote
  common shares. (See also "Exchange Controls".)

Dividends

Dividends may be declared by the Board out of available assets
  and are paid rateably to holders of common shares. No dividend may be paid if
  Great Basin is, or would thereby become, insolvent.

Voting Rights

Each Great Basin share is entitled to one vote on matters
  to which common shares ordinarily vote including the annual election of directors,
  appointment of auditors and approval of corporate changes. There are no cumulative
  voting rights applicable to Great Basin.

Change in Control

Great Basin has not implemented any shareholders' rights or
  other "poison pill" protection against possible take-overs. Great Basin does
  not have any agreements, which are triggered by a take-over or other change
  of control. There are no provisions in its articles triggered by or affected
  by a change in outstanding shares which gives rise to a change in control. There
  are no provisions in Great Basin's material agreements giving special rights
  to any person on a change in control.

Insider Share Ownership Reporting


The articles of Great Basin do not require disclosure of share
  ownership. Share ownership of director nominees must be reported annually in
  proxy materials sent to Great Basin's shareholders. There are no requirements
  under British Columbia corporate law to report ownership of shares of Great
  Basin but the Securities Act (British Columbia) requires disclosure of
  trading by insiders (generally officers, directors and holders of 10% of voting
  shares) within 10 days of the trade. Controlling shareholders (generally those
  in excess of 20% of outstanding shares) must provide seven days advance notice
  of share sales.

Securities Act (British Columbia)


This statute applies to Great Basin and governs matters typically
  pertaining to public securities such as continuous quarterly financial reporting,
  immediate disclosure of material changes, insider trade reporting, take-over
  protections to ensure fair and equal treatment of all shareholders, exemption
  and resale rules pertaining to non-prospectus securities issuances as well as
  civil liability for certain misrepresentations, disciplinary, appeal and discretionary
  ruling matters. All Great Basin shareholders regardless of residence have equal
  rights under this legislation.

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Subsidiaries

Great Basin operates directly and through its wholly-owned
  Nevada subsidiary Great Basin Gold Inc. and Antler Peak Gold Inc. and Rodeo
  Creek Gold Inc. are wholly-owned Nevada subsidiaries of Great Basin Gold Inc.
  Touchstone Resources Company is a wholly-owned subsidiary of Rodeo Creek Gold
  Inc.

These companies have constituting documents ordinary to such
  single-purpose wholly-owned corporations.

C.     Material Contracts Great Basin's material contracts are:


|(a) | Geological Management and Administration Services
        Agreement with Hunter Dickinson Inc. dated for reference December 31,
        1996 filed with Form 20-F for fiscal year 1999 filed on March 30, 2000
        (See Item 7 "Interest of Management in Certain Transactions");
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | The agreement with Hecla described in Item 4 respecting
        the Ivanhoe property.                                                                                                                                                                                                
|   
|(c) | The agreement with Southgold Exploration (Proprietary)
        Limited and its shareholders respecting the Burnstone Property described
        in Item 4.                                                                                                                           

D.     Exchange Controls

Great Basin is a Province of British Columbia, Canada corporation.
  There is no law or governmental decree or regulation in Canada that restricts
  the export or import of capital, or affects the remittance of dividends, interest
  or other payments to a non-resident holder of Common Shares, other than withholding
  tax requirements. Any such remittances to United States residents are generally
  subject to withholding tax, however no such remittances are likely in the foreseeable
  future. See "Taxation", below.

There is no limitation imposed by the laws of Canada or by
  the charter or other constituent documents of Great Basin on the right of a
  non-resident to hold or vote its common shares, other than as provided in the
  Investment Canada Act (Canada) (the "Investment Act"). The following
  discussion summarizes the material features of the Investment Act for
  a non-resident who proposes to acquire a controlling number of Great Basin's
  common shares. It is general only, it is not a substitute for independent advice
  from an investor's own advisor, and it does not anticipate statutory or regulatory
  amendments. Great Basin does not believe the Investment Act will have
  any affect on it or on its non-Canadian shareholders due to a number of factors
  including the nature of its operations and Great Basin's relatively small capitalization.

The Investment Act generally prohibits implementation
  of a "reviewable" investment by an individual, government or agency thereof,
  corporation, partnership, trust or joint venture (each an "entity") that is
  not a "Canadian" as defined in the Investment Act (i.e. a "non-Canadian"),
  unless after review the Director of Investments appointed by the minister responsible
  for the Investment Act is satisfied that the investment is likely to
  be of net benefit to Canada. The size and nature of a proposed transaction may
  give rise to an obligation to notify the Director to seek an advance ruling.
  An investment in Great Basin's common shares by a non-Canadian (other than a
  "WTO Investor" as that term is defined in the Investment Act and which
  term includes entities which are nationals of or are controlled by nationals
  of member states of the World Trade Organization) when Great Basin was not controlled
  by a WTO Investor, would be reviewable under the Investment Act if it
  was an investment to acquire control of Great Basin and the value of the assets
  of Great Basin, as determined in accordance with the regulations promulgated
  under the Investment Act, was over a certain figure, or if an order for review
  was made by the federal cabinet on the grounds that the investment related to
  Canada's cultural heritage or national identity, regardless of the value of
  the assets of Great Basin. An investment in the Common Shares by a WTO Investor,
  or by a non-Canadian when Great Basin was controlled by a WTO Investor, would
  be reviewable under the Investment Act if it was an investment to acquire
  control of Great Basin and the value of the assets of Great Basin, as determined
  in accordance with the regulations promulgated under the Investment Act, was
  not less than a specified amount, which for 2000 exceeds C$192 million. A non-Canadian
  would acquire control of Great Basin for the purposes of the Investment Act
  if the non-Canadian acquired a majority of the Common Shares. The acquisition
  of less than a majority but one-third or more of the Common Shares would be
  presumed to be an acquisition of control of Great Basin unless it could be

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established that, on the acquisition, Great Basin was not
  controlled in fact by the acquiror through the ownership of the Common Shares.

The foregoing assumes Great Basin will not engage in the production
  of uranium or own an interest in a producing uranium property in Canada, or
  provide any financial service or transportation service, as the rules governing
  these businesses are different.

Certain transactions relating to the Common Shares would be
  exempt from the Investment Act, including

| | (a) | an acquisition of the Common Shares by a person
        in the ordinary course of that person's business as a trader or dealer
        in securities,                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | (b) an acquisition of control of Great Basin in
        connection with the realization of security granted for a loan or other
        financial assistance and not for a purpose related to the provisions of
        the Investment Act, and                                                     
|
| | (c) | (c) an acquisition of control of Great Basin by
        reason of an amalgamation, merger, consolidation or corporate reorganization
        following which the ultimate direct or indirect control in fact of Great
        Basin, through the ownership of the Common Shares, remained unchanged.

E.     Taxation

Material Canadian Federal Income Tax Consequences for United
  States Residents

The following summarizes the material Canadian federal income
  tax consequences generally applicable to the holding and disposition of Common
  Shares by a holder (in this summary, a "U.S. Holder") who, (a) for the purposes
  of the Income Tax Act (Canada) (the "Tax Act"), is not resident in Canada, deals
  at arm's length with Great Basin, holds the Common Shares as capital property
  and does not use or hold the Common Shares in the course of carrying on, or
  otherwise in connection with, a business in Canada, and (b) for the purposes
  of the Canada-United States Income Tax Convention, 1980 (the "Treaty"), is a
  resident solely of the United States, has never been a resident of Canada, and
  has not held or used (and does not hold or use) Common Shares in connection
  with a permanent establishment or fixed base in Canada. This summary does not
  apply to traders or dealers in securities, limited liability companies, tax-exempt
  entities, insurers, financial institutions (including those to which the mark-to-market
  provisions of the Tax Act apply), or any other U.S. Holder to which special
  considerations apply.

This summary is based on the current provisions of the Tax
  Act including all regulations thereunder, the Treaty, all proposed amendments
  to the Tax Act, the regulations and the Treaty publicly announced by the Government
  of Canada to the date hereof, and the current administrative practices of the
  Canada Revenue Agency. It has been assumed that all currently proposed amendments
  will be enacted as proposed and that there will be no other relevant change
  in any governing law or administrative practice, although no assurances can
  be given in these respects. This summary does not take into account provincial,
  U.S., state or other foreign income tax law or practice. The tax consequences
  to any particular U.S. Holder will vary according to the status of that holder
  as an individual, trust, corporation, partnership or other entity, the jurisdictions
  in which that holder is subject to taxation, and generally according to that
  holder’s particular circumstances. Accordingly, this summary is not, and
  is not to be construed as, Canadian tax advice to any particular U.S. Holder.

Dividends


Dividends paid or deemed to be paid to a U.S. Holder by Great
  Basin will be subject to Canadian withholding tax. Under the Treaty, the rate
  of withholding tax on dividends paid to a U.S. Holder is generally limited to
  15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
  and beneficially owns at least 10% of Great Basin's voting shares). Great Basin
  will be required to withhold the applicable withholding tax from any such dividend
  and remit it to the Canadian government for the U.S. Holder's account.

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Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect
  of a capital gain realized on the disposition of a Common Share in the open
  market unless the share is "taxable Canadian property" to the holder thereof
  and the U.S. Holder is not entitled to relief under the Treaty. A Common Share
  will be taxable Canadian property to a U.S. Holder if, at any time during the
  60 months preceding the disposition, the U.S. Holder or persons with whom the
  U.S. Holder did not deal at arm's length alone or together owned, or had rights
  to acquire, 25% or more of Great Basin's issued shares of any class or series.

A U.S. Holder whose Common Shares do constitute taxable Canadian
  property, and who might therefore be liable for Canadian income tax under the
  Tax Act, will generally be relieved from such liability under the Treaty unless
  the value of such shares at the time of disposition is derived principally from
  real property situated in Canada. Management of Great Basin believes that the
  value of Great Basin's Common Shares is not currently derived principally from
  real property situated in Canada.

United States Tax Consequences United States Federal Income Tax Consequences


The following is a discussion of material United States federal
  income tax consequences, under current law, generally applicable to a U.S. Holder
  (as hereinafter defined) of common shares of Great Basin. This discussion does
  not address all potentially relevant federal income tax matters and it does
  not address consequences peculiar to persons subject to special provisions of
  federal income tax law, such as those described below as excluded from the definition
  of a U.S. Holder. In addition, this discussion does not cover any state, local
  or foreign tax consequences. (see "Taxation  Canadian Federal Income Tax
  Consequences" above). Accordingly, holders and prospective holders of common
  shares of Great Basin should consult their own tax advisors about the specific
  federal, state, local, and foreign tax consequences to them of purchasing, owning
  and disposing of common shares of Great Basin, based upon their individual circumstances.

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
  published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time and which are subject to differing interpretations. This
  discussion does not consider the potential effects, both adverse and beneficial,
  of any proposed legislation which, if enacted, could be applied, possibly on
  a retroactive basis, at any time.

U.S. Holders


As used herein, a "U.S. Holder" means a holder of common shares
  of Great Basin who is a citizen or individual resident of the United States,
  a corporation or partnership created or organized in or under the laws of the
  United States or of any political subdivision thereof, an estate whose income
  is taxable in the United States irrespective of source or a trust subject to
  the primary supervision of a court within the United States and control of a
  United States fiduciary as described Section 7701(a)(30) of the Code. This summary
  does not address the tax consequences to, and U.S. Holder does not include,
  persons subject to specific provisions of federal income tax law, such as tax-exempt
  organizations, qualified retirement plans, individual retirement accounts and
  other tax-deferred accounts, financial institutions, insurance companies, real
  estate investment trusts, regulated investment companies, broker-dealers, non-resident
  alien individuals, persons or entities that have a "functional currency" other
  than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders
  who hold common shares as part of a straddle, hedging or conversion transaction,
  and shareholders who acquired their common shares through the exercise of employee
  stock options or otherwise as compensation for services. This summary is limited
  to U.S. Holders who own common shares as capital assets and who own (directly
  and indirectly, pursuant to applicable rules of constructive ownership) no more
  than 5% of the value of the total outstanding stock of Great Basin. This summary
  does not address the consequences to a person or entity holding an interest
  in a shareholder or the consequences to a person of the ownership, exercise
  or disposition of any options, warrants or other rights to acquire common shares.
  In addition, this summary does not address special rules applicable to United
  States persons (as defined in Section 7701(a)(30) of the Code) holding common
  shares through a foreign partnership or to foreign persons holding common shares
  through a domestic partnership.

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Distribution on Common Shares of Great Basin

In general, U.S. Holders receiving dividend distributions
  (including constructive dividends) with respect to common shares of Great Basin
  are required to include in gross income for United States federal income tax
  purposes the gross amount of such distributions, equal to the U.S. dollar value
  of such distributions on the date of receipt (based on the exchange rate on
  such date), to the extent that Great Basin has current or accumulated earnings
  and profits, without reduction for any Canadian income tax withheld from such
  distributions. Such Canadian tax withheld may be credited, subject to certain
  limitations, against the U.S. Holder's federal income tax liability or, alternatively,
  may be deducted in computing the U.S. Holder's federal taxable income by those
  who itemize deductions. (See more detailed discussion at "Foreign Tax Credit"
  below). To the extent that distributions exceed current or accumulated earnings
  and profits of Great Basin, they will be treated first as a return of capital
  up to the U.S. Holder's adjusted basis in the common shares and thereafter as
  gain from the sale or exchange of property. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally, any gain or loss recognized
  upon a subsequent sale or other disposition of the foreign currency, including
  the exchange for U.S. dollars, will be ordinary income or loss. However, an
  individual whose realized gain does not exceed $200 will not recognize that
  gain, provided that there are no expenses associated with the transaction that
  meet the requirements for deductibility as a trade or business expense (other
  than travel expenses in connection with a business trip) or as an expense for
  the production of income.

Dividends paid on the common shares of Great Basin generally
  will not be eligible for the dividends received deduction provided to corporations
  receiving dividends from certain United States corporations. A U.S. Holder which
  is a corporation and which owns shares representing at least 10% of the voting
  power and value of Great Basin may, under certain circumstances, be entitled
  to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of
  the voting power and value of Great Basin) deduction of the United States source
  portion of dividends received from Great Basin (unless Great Basin qualifies
  as a "foreign personal holding company" or a "passive foreign investment company,"
  as defined below). Great Basin does not anticipate that it will earn any United
  States income, however, and therefore does not anticipate that any U.S. Holder
  will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Great
  Basin's common shares, if any, generally will not be subject to information
  reporting and generally will not be subject to U.S. backup withholding tax.
  However, dividends and the proceeds from a sale of Great Basin's common shares
  paid in the U.S. through a U.S. or U.S. related paying agent (including a broker)
  will be subject to U.S. information reporting requirements and may also be subject
  to the 28% U.S. backup withholding tax, unless the paying agent is furnished
  with a duly completed and signed Form W-9. Any amounts withheld under the U.S.
  backup withholding tax rules will be allowed as a refund or a credit against
  the U.S. Holder's U.S. federal income tax liability, provided the required information
  is furnished to the IRS.

Foreign Tax Credit


A U.S. Holder who pays (or has withheld from distributions)
  Canadian income tax with respect to the ownership of common shares of Great
  Basin may be entitled, at the option of the U.S. Holder, to either receive a
  deduction or a tax credit for such foreign tax paid or withheld. Generally,
  it will be more advantageous to claim a credit because a credit reduces United
  States federal income taxes on a dollar-for-dollar basis, while a deduction
  merely reduces the taxpayer's income subject to tax. This election is made on
  a year-by-year basis and generally applies to all foreign taxes paid by (or
  withheld from) the U.S. Holder during that year. There are significant and complex
  limitations which apply to the credit, among which is the general limitation
  that the credit cannot exceed the proportionate share of the U.S. Holder's United
  States income tax liability that the U.S. Holder's foreign source income bears
  to his or its worldwide taxable income. In the determination of the application
  of this limitation, the various items of income and deduction must be classified
  into foreign and domestic sources. Complex rules govern this classification
  process. In addition, this limitation is calculated separately with respect
  to specific classes of income such as "passive income, "high withholding tax
  interest," "financial services income," "shipping income," and certain other
  classifications of income. Dividends distributed by Great Basin will generally
  constitute "passive income" or, in the

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case of certain U.S. Holders, "financial services income"
  for these purposes. The availability of the foreign tax credit and the application
  of the limitations on the credit are fact specific, and U.S. Holders of common
  shares of Great Basin should consult their own tax advisors regarding their
  individual circumstances.

Disposition of Common Shares of Great Basin


In general, U.S. Holders will recognize gain or loss upon
  the sale of common shares of Great Basin equal to the difference, if any, between
  (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholder's tax basis in the common shares of Great Basin. Preferential
  tax rates apply to long-term capital gains of U.S. Holders which are individuals,
  estates or trusts. In general, gain or loss on the sale of common shares of
  Great Basin will be long-term capital gain or loss if the common shares are
  a capital asset in the hands of the U.S. Holder and are held for more than one
  year. Deductions for net capital losses are subject to significant limitations.
  For U.S. Holders which are not corporations, any unused portion of such net
  capital loss may be carried over to be used in later tax years until such net
  capital loss is thereby exhausted. For U.S. Holders that are corporations (other
  than corporations subject to Subchapter S of the Code), an unused net capital
  loss may be carried back three years and carried forward five years from the
  loss year to be offset against capital gains until such net capital loss is
  thereby exhausted.

Other Considerations


Set forth below are certain material exceptions to the above-described
  general rules describing the United States federal income tax consequences resulting
  from the holding and disposition of common shares:

Foreign Personal Holding Company


If at any time during a taxable year more than 50% of the
  total combined voting power or the total value of Great Basin's outstanding
  shares is owned, directly or indirectly (pursuant to applicable rules of constructive
  ownership), by five or fewer individuals who are citizens or residents of the
  United States and 60% or more of Great Basin's gross income for such year is
  derived from certain passive sources (e.g., from certain interest and dividends),
  Great Basin may be treated as a "foreign personal holding company." In that
  event, U.S. Holders that hold common shares would be required to include in
  gross income for such year their allocable portions of such passive income to
  the extent Great Basin does not actually distribute such income. Great Basin
  does not believe that it currently qualifies as a foreign personal holding company.
  However, there can be no assurance that Great Basin will not be considered a
  foreign personal holding company for the current or any future taxable year.

Foreign Investment Company


If 50% or more of the combined voting power or total value
  of Great Basin's outstanding shares is held, directly or indirectly, by citizens
  or residents of the United States, United States domestic partnerships or corporations,
  or estates or trusts other than foreign estates or trusts (as defined by the
  Code Section 7701(a)(31)), and Great Basin is found to be engaged primarily
  in the business of investing, reinvesting, or trading in securities, commodities,
  or any interest therein, it is possible that Great Basin may be treated as a
  "foreign investment company" as defined in Section 1246 of the Code, causing
  all or part of any gain realized by a U.S. Holder selling or exchanging common
  shares to be treated as ordinary income rather than capital gain. Great Basin
  does not believe that it currently qualifies as a foreign investment company.
  However, there can be no assurance that Great Basin will not be considered a
  foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company


United States income tax law contains rules governing "passive
  foreign investment companies" ("PFIC") which can have significant tax effects
  on U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
  Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
  formed in the United States if, for any taxable year, either (i) 75% or more
  of its gross income is "passive income," which includes interest, dividends
  and certain rents and royalties or (ii) the average percentage, by fair market
  value (or, if the corporation is not publicly traded and either is a controlled
  foreign corporation or makes an election, by adjusted tax basis), of its assets
  that produce or are held for the production of "passive income" is 50% or more.
  Great Basin appears to have been a PFIC for the fiscal year ended December 31,
  1999, and at least certain prior fiscal years. In addition, Great Basin expects
  to

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qualify as a PFIC for the fiscal year ending December 31,
  2000 and may also qualify as a PFIC in future fiscal years. Each U.S. Holder
  of Great Basin is urged to consult a tax advisor with respect to how the PFIC
  rules affect such U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation
  during any year in which such corporation qualifies as a PFIC is subject to
  United States federal income taxation under one of three alternative tax regimes
  at the election of such U.S. Holder. The following is a discussion of such alternative
  tax regimes applied to such U.S. Holders of Great Basin. In addition, special
  rules apply if a foreign corporation qualifies as both a PFIC and a "controlled
  foreign corporation" (as defined below) and a U.S. Holder owns, actually or
  constructively, 10% or more of the total combined voting power of all classes
  of stock entitled to vote of such foreign corporation (See more detailed discussion
  at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat Great Basin as a qualified
  electing fund ("QEF") will be subject, under Section 1293 of the Code, to current
  federal income tax for any taxable year to which the election applies in which
  Great Basin qualifies as a PFIC on his pro rata share of Great Basin's (i) "net
  capital gain" (the excess of net long-term capital gain over net short-term
  capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary
  earnings" (the excess of earnings and profits over net capital gain), which
  will be taxed as ordinary income, in each case, for the shareholder's taxable
  year in which (or with which) Great Basin's taxable year ends, regardless of
  whether such amounts are actually distributed. A U.S. Holder's tax basis in
  the common shares will be increased by any such amount that is included in income
  but not distributed.

The procedure a U.S. Holder must comply with in making an
  effective QEF election, and the consequences of such election, will depend on
  whether the year of the election is the first year in the U.S. Holder's holding
  period in which Great Basin is a PFIC. If the U.S. Holder makes a QEF election
  in such first year, i.e., a "timely" QEF election, then the U.S. Holder may
  make the QEF election by simply filing the appropriate documents at the time
  the U.S. Holder files his tax return for such first year. If, however, Great
  Basin qualified as a PFIC in a prior year during the U.S. Holder's holding period,
  then, in order to avoid the Section 1291 rules discussed below, in addition
  to filing documents, the U.S. Holder must elect to recognize under the rules
  of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise
  recognize if the U.S. Holder sold his stock on the qualification date or (ii)
  if Great Basin is a controlled foreign corporation, the U.S. Holder's pro rata
  share of Great Basin's post-1986 earnings and profits as of the qualification
  date. The qualification date is the first day of Great Basin's first tax year
  in which Great Basin qualified as a QEF with respect to such U.S. Holder. For
  purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election,
  or (ii) an untimely QEF election and either of the above-described gain-recognition
  elections under Section 1291 is referred to herein as an "Electing U.S. Holder."
  A U.S. Holder who holds common shares at any time during a year of Great Basin
  in which Great Basin is a PFIC and who is not an Electing U.S. Holder (including
  a U.S. Holder who makes an untimely QEF election and makes neither of the above-described
  gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder."
  An Electing U.S. Holder (i) generally treats any gain realized on the disposition
  of his Registrant common shares as capital gain; and (ii) may either avoid interest
  charges resulting from PFIC status altogether, or make an annual election, subject
  to certain limitations, to defer payment of current taxes on his share of Great
  Basin's annual realized net capital gain and ordinary earnings subject, however,
  to an interest charge. If the U.S. Holder is not a corporation, any interest
  charge imposed under the PFIC regime would be treated as "personal interest"
  that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF
  election, Great Basin must provide certain information regarding its net capital
  gains and ordinary earnings and permit its books and records to be examined
  to verify such information. Great Basin intends to make the necessary information
  available to U.S. Holders to permit them to make (and maintain) QEF elections
  with respect to Great Basin. Great Basin urges each U.S. Holder to consult a
  tax advisor regarding the availability of, and procedure for making, the QEF
  election.

A QEF election, once made with respect to Great Basin, applies
  to the tax year for which it was made and to all subsequent tax years, unless
  the election is invalidated or terminated, or the IRS consents to revocation
  of the election. If a QEF election is made by a U.S. Holder and Great Basin
  ceases to qualify as a PFIC in a subsequent tax year, the QEF election will
  remain in effect, although not applicable, during those tax years in which Great
  Basin does not qualify as a PFIC. Therefore, if Great Basin again qualifies
  as a PFIC in a subsequent tax year, the QEF election will be effective and the
  U.S. Holder will be subject to the rules described above for Electing U.S. Holders
  in such tax year and any subsequent tax years in which Great Basin qualifies
  as a PFIC. In addition, the QEF election remains in effect, although not applicable,
  with respect to an Electing U.S. Holder even after such U.S.

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Holder disposes of all of his or its direct and indirect interest
  in the shares of Great Basin. Therefore, if such U.S. Holder reacquires an interest
  in Great Basin, that U.S. Holder will be subject to the rules described above
  for Electing U.S. Holders for each tax year in which Great Basin qualifies as
  a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation
  rules under Section 1291 of the Code will apply to (i) gains realized on the
  disposition (or deemed to be realized by reasons of a pledge) of his Registrant
  common shares and (ii) certain "excess distributions," as defined in Section
  1291(b), by Great Basin.

A Non-Electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his Registrant common shares
  and all excess distributions on his Registrant common shares over the entire
  holding period for the common shares. All gains or excess distributions allocated
  to prior years of the U.S. Holder (excluding any portion of the holder's period
  prior to the first day of the first year of Great Basin (i) which began after
  December 31, 1986, and (ii) for which Great Basin was a PFIC) would be taxed
  at the highest tax rate for each such prior year applicable to ordinary income.
  The Non-Electing U.S. Holder also would be liable for interest on the foregoing
  tax liability for each such prior year calculated as if such liability had been
  due with respect to each such prior year. A Non-Electing U.S. Holder that is
  not a corporation must treat this interest charge as "personal interest" which,
  as discussed above, is wholly non-deductible. The balance, if any, of the gain
  or the excess distribution will be treated as ordinary income in the year of
  the disposition or distribution, and no interest charge will be incurred with
  respect to such balance. In certain circumstances, the sum of the tax and the
  PFIC interest charge may exceed the amount of the excess distribution received,
  or the amount of proceeds of disposition realized, by the U.S. Holder.

If Great Basin is a PFIC for any taxable year during which
  a Non-Electing U.S. Holder holds Registrant common shares, then Great Basin
  will continue to be treated as a PFIC with respect to such Registrant common
  shares, even if it is no longer, by definition, a PFIC. A Non-Electing U.S.
  Holder may terminate this deemed PFIC status by electing to recognize gain (which
  will be taxed under the rules discussed above for Non-Electing U.S. Holders)
  as if such Registrant common shares had been sold on the last day of the last
  taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December
  31, 1997, U.S. Holders who hold (actually or constructively) marketable stock
  of a foreign corporation that qualifies as a PFIC may elect to mark such stock
  to the market annually (a "mark-to-market election"). If such an election is
  made, such U.S. Holder will generally not be subject to the special taxation
  rules of Section 1291 discussed above. However, if the mark-to-market election
  is made by a Non-Electing U.S. Holder after the beginning of the holding period
  for the PFIC stock, then the Section 1291 rules will apply to certain dispositions
  of, distributions on and other amounts taxable with respect to Great Basin common
  shares. A U.S. Holder who makes the mark-to market election will include in
  income for each taxable year for which the election is in effect an amount equal
  to the excess, if any, of the fair market value of the common shares of Great
  Basin as of the close of such tax year over such U.S. Holder's adjusted basis
  in such common shares. In addition, the U.S. Holder is allowed a deduction for
  the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis
  in the common shares over the fair market value of such shares as of the close
  of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains
  for the common shares in Great Basin included by such U.S. Holder for prior
  tax years, including any amount which would have been treated as a mark-to-market
  gain for any prior tax year but for the Section 1291 rules discussed above with
  respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for
  shares that were allowed as deductions for prior tax years. A U.S. Holder's
  adjusted tax basis in the common shares of Great Basin will be adjusted to reflect
  the amount included in or deducted from income as a result of a mark-to-market
  election. A mark-to-market election applies to the taxable year in which the
  election is made and to each subsequent taxable year, unless Great Basin common
  shares cease to be marketable, as specifically defined, or the IRS consents
  to revocation of the election. Because the IRS has not established procedures
  for making a mark-to-market election, U.S. Holders should consult their tax
  advisor regarding the manner of making such an election. No view is expressed
  regarding whether common shares of Great Basin are marketable for these purposes
  or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of Great Basin common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferee's
  basis in

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this case will depend on the manner of the transfer. In the
  case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's
  basis is generally equal to the fair market value of the Electing U.S. Holder's
  common shares as of the date of death under Section 1014 of the Code. The specific
  tax effect to the U.S. Holder and the transferee may vary based on the manner
  in which the common shares are transferred. Each U.S. Holder of Great Basin
  is urged to consult a tax advisor with respect to how the PFIC rules affect
  his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with
  respect to common shares of Great Basin, certain adverse rules may apply in
  the event that both Great Basin and any foreign corporation in which Great Basin
  directly or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant
  to certain Proposed Treasury Regulations, a U.S. Holder would be treated as
  owning his or its proportionate amount of any lower-tier PFIC shares, and generally
  would be subject to the PFIC rules with respect to such indirectly-held PFIC
  shares unless such U.S. Holder makes a timely QEF election with respect thereto.
  Great Basin intends to make the necessary information available to U.S. Holders
  to permit them to make (and maintain) QEF elections with respect to each subsidiary
  of Great Basin that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who
  does not make a timely QEF election with respect to a lower-tier PFIC generally
  would be subject to tax (and the PFIC interest charge) on (i) any excess distribution
  deemed to have been received with respect to his or its lower-tier PFIC shares
  and (ii) any gain deemed to arise from a so-called "indirect disposition" of
  such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
  would generally include (i) a disposition by Great Basin (or an intermediate
  entity) of lower-tier PFIC shares, and (ii) any other transaction resulting
  in a diminution of the U.S. Holder's proportionate ownership of the lower-tier
  PFIC, including an issuance of additional common shares by Great Basin (or an
  intermediate entity or a lower-tier PFIC). Accordingly, each prospective U.S.
  Holder should be aware that he or it could be subject to tax even if such U.S.
  Holder receives no distributions from Great Basin and does not dispose of its
  common shares. Great Basin strongly urges each prospective U.S. Holder to
  consult a tax advisor with respect to the adverse rules applicable, under the
  Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with
  respect to Registrant common shares while Great Basin is a PFIC unless the U.S.
  Holder makes a timely QEF election. For example under Section 1298(b)(6) of
  the Code, a U.S. Holder who uses PFIC stock as security for a loan (including
  a margin loan) will, except as may be provided in regulations, be treated as
  having made a taxable disposition of such shares.

Controlled Foreign Corporation


If more than 50% of the total combined voting power of all
  classes of shares entitled to vote or the total value of the shares of Great
  Basin is owned, actually or constructively, by citizens or residents of the
  United States, United States domestic partnerships or corporation, or estates
  or trusts other than foreign estates or trusts (as defined by the Code Section
  7701(a)(31)), each of which own, actually or constructively, 10% or more of
  the total combined voting power of all classes of shares entitled to vote of
  Great Basin ("United States Shareholder"), Great Basin could be treated as a
  controlled foreign corporation ("CFC") under Subpart F of the Code. This classification
  would effect many complex results, one of which is the inclusion of certain
  income of a CFC which is subject to current U.S. tax. The United States generally
  taxes United States Shareholders of a CFC currently on their pro rata shares
  of the Subpart F income of the CFC. Such United States Shareholders are generally
  treated as having received a current distribution out of the CFC's Subpart F
  income and are also subject to current U.S. tax on their pro rata shares of
  increases in the CFC's earnings invested in U.S. property. The foreign tax credit
  described above may reduce the U.S. tax on these amounts. In addition, under
  Section 1248 of the Code, gain from the sale or exchange of shares by a U.S.
  Holder of common shares of Great Basin which is or was a United States Shareholder
  at any time during the five-year period ending on the date of the sale or exchange
  is treated as ordinary income to the extent of earnings and profits of Great
  Basin attributable to the shares sold or exchanged. If a foreign corporation
  is both a PFIC and a CFC, the foreign corporation generally will not be treated
  as a PFIC with respect to United States Shareholders of the CFC. This rule generally
  will be effective for taxable years of United States Shareholders beginning
  after 1997 and for taxable years of foreign corporations ending with or within
  such taxable years of United States Shareholders. Special rules apply to United
  States Shareholders who are subject to the special taxation rules under Section
  1291 discussed above with respect to a PFIC. Because of the complexity of Subpart
  F, a more detailed review of these rules is outside of the scope of this discussion.
  Great Basin does not believe that it currently qualifies as a CFC. However,
  there can be no assurance that Great Basin will not be considered a CFC for
  the current or any future taxable year.

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F.     Dividends and Paying Agents

Not applicable.

G.     Statement by Experts

Not applicable.

H.     Documents on Display

Exhibits attached to this Form 20-F are also available for
  viewing at the offices of Great Basin, Suite 1020  800 West Pender Street,
  Vancouver, British Columbia V6C 2V6 or on request of Great Basin at 604-684-6365,
  attention: Shirley Main. Copies of Great Basin's financial statements and other
  continuous disclosure documents required under the British Columbia Securities
  Act are available for viewing on the internet at www.sedar.com.

I.     Subsidiary Information

Not applicable.

ITEM 11QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a) Transaction Risk and Currency Risk Management

Great Basin's operations do not employ financial instruments
  or derivatives, which are market sensitive and Great Basin does not have financial
  market risks.

(b) Exchange Rate Sensitivity

Great Basin's administrative operations are in Canada The
  Company incurs certain of its exploration expenditures in South African rand,
  which has ranged from 7.4 to 4.2 rand per Canadian dollar since January 2000.
  The Company typically holds most of its funds in Canadian dollars and typically
  acquires foreign currency on an as-needed basis and hence it is not significantly
  affected by exchange rate risk..

(c) Interest Rate Risk and Equity Price Risk


Great Basin is equity financed and does not have any debt
  which is subject to interest rate change risks.

(d) Commodity Price Risk

Although the value of Great Basin's resource properties can
  always be said to relate to the price of gold and copper and the outlook for
  same, Great Basin does not have any operating mines and hence does not have
  any hedging or other commodity based risks respecting its operations.

ITEM 12DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

A.     Debt Securities

Not applicable

B.     Warrants and Rights

Not applicable. (Great Basin's warrants are non-transferable
  and no market exists for them. Great Basin has issued no rights.)

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-72-

C.     Other Securities

Not applicable.

D.     American Depositary Shares

PART II

ITEM 13DEFAULTS, DIVIDEND
  ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14MATERIAL MODIFICATIONS
  TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15CONTROLS AND
  PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), the Company carried out an evaluation of the effectiveness
  of the design and operation of the Company's disclosure controls and procedures
  as of April 30, 2004. This evaluation was carried out under the supervision
  and with the participation of the Company's Chief Executive Officer, Ronald
  W. Thiessen, and the Company's Chief Financial Officer, Jeffrey R. Mason. Based
  upon that evaluation, the Company's Chief Executive Officer and Chief Financial
  Officer concluded that the Company's disclosure controls and procedures are
  effective in timely alerting management to material information relating to
  the Company required to be included in the Company's periodic SEC filings. There
  have been no significant changes in the Company's internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  the Company's reports filed or submitted under the Exchange Act is recorded,
  processed, summarized and reported, within the time periods specified in the
  Securities and Exchange Commission's rules and forms. Disclosure controls and
  procedures include, without limitation, controls and procedures designed to
  ensure that information required to be disclosed in the Company's reports filed
  under the Exchange Act is accumulated and communicated to management, including
  the Company's Chief Executive Officer and Chief Financial Officer, to allow
  timely decisions regarding required disclosure.

During the Company's most recently completed fiscal year ended
  December 31, 2003, there were no changes in the Company's internal control over
  financial reporting that have materially affected, or are reasonably likely
  to affect, its internal control over financial reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant'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:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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-73-

|(2) | 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 registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

ITEM 16AUDIT COMMITTEE,
  CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS

A.     Audit Committee Financial
  Expert


The board of directors has determined that Mr. Walter Segsworth
  is a member of the audit committee of the Company who qualifies as a "financial
  expert" based on his education and experience. Mr. Segsworth is "independent",
  as the term is defined by the American Stock Exchange which is a national securities
  exchange.

B.     Code of Ethics


The Company has adopted a code of ethics that applies to the
  Company's chief executive officer, the chief financial officer, and other members
  of senior management. The Code of Ethics is appended as an exhibit to this Form
  20-F.

C.     Principal Accountant Fees
  and Services

The following table discloses the aggregate fees billed for
  each of the last two fiscal years for professional services rendered by the
  Company's audit firm for various services.

|Services:          |  | Year ended   | 
|------------------ |  | ------------ | 
|                   |  | December 31, | 
|                   |  | 2003         | 
|Audit Fees         |  | $  45,490    | 
|Audit Related Fees |  | 4,100        | 
|Tax Fees           |  | --           | 
|All Other Fees     |  | --           | 
|                   |  | $  49,590    | 

Audit related fees comprise of fees billed for assurance and
  advisory services related to the annual audit.

From time to time, management of the Company recommends to
  and requests approval from the audit committee for non-audit services to be
  provided by the Company's auditors. The audit committee routinely considers
  such requests at committee meetings, and if acceptable to a majority of the
  audit committee members, pre-approves such non-audit services by a resolution
  authorizing management to engage the Company's auditors for such non-audit services,
  with set maximum dollar amounts for each itemized service. During such deliberations,
  the audit committee assesses, among other factors, whether the services requested
  would be considered "prohibited services" as contemplated by the US Securities
  and Exchange Commission, and whether the services requested and the fees related
  to such services could impair the independence of the auditors.

D.     Exemptions from Listing
  Standards for Audit Committees

Not applicable.

E.     Purchases Of Equity Securities
  by the Issuer and Affiliated Purchasers

None.

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-74-

PART III

ITEM 17     FINANCIAL STATEMENTS

The following attached financial statements are incorporated
  herein:

|(1) | Auditors' Report                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------
|   
|(2) | Consolidated balance sheets as at December 31, 2003 and 2002;                                                      
|   
|(3) | Consolidated statements of operations for each of the years in the three
      year period ended December 31, 2003;
|   
|(4) | Consolidated statements of deficit for the periods referred to in (3)
      above;                                 
|   
|(5) | Consolidated statements of cash flows for the periods referred to in
      (3) above;                              
|   
|(6) | Notes to the consolidated financial statements;                                                                    

ITEM 18     FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

ITEM 19     EXHIBITS

Key to the following document types:

|1. | Articles of Incorporation and Memorandum of the Company.                                
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|2. | Other Instruments defining the rights of the holders of equity
      or debt securities.
|   |                                                                                         
|3. | Voting trust agreements.                                                                
|   |                                                                                         
|4. |                                                                                         

|      | a.              | Material contracts not made in the ordinary
        course of business or which are to be performed in whole or in part at
        or after the filing of the Registration Statement or which was entered
        into not more than two years before filing.
|----- | --------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | b.              |                                                                                                                                                                                                                                                              
|     
|      |                 | (i)                                                                                                                                                                                                                                                          
|     
|      |                 | (ii)                                                                                                                                                                                                                                                         
|     
|      |                 | (iii)                                                                                                                                                                                                                                                        
|     
|      |                 | (iv)                                                                                                                                                                                                                                                         
|     
|      | c.              | Management Contracts, compensation plans.                                                                                                                                                                                                                    
|      |                 |                                                                                                                                                                                                                                                              
|5.-9. | Not applicable.
|      |                
|10.   | Other          

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-75-

The following Exhibits have been filed with Great Basin's Annual Report on
  Form 20-F in previous years:

| | Type of Document | Description                                                                                                                                                                                                         | 
| | ---------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                  |                                                                                                                                                                                                                     | 
| | 1 & 2            | Articles
        of incorporation, bylaws and instruments defining rights of common shareholders
        have been previously filed.                                                                                | 
| |                  |                                                                                                                                                                                                                     | 
| | 4A               | Geological
        Management and Administration Services Agreement dated for reference December
        31, 1996 has been previously filed. (See Item 7 "Interest of Management
        in Certain Transactions"). | 
| |                  |                                                                                                                                                                                                                     | 
| | 4 C              | Amended
        Share Incentive Plan dated for reference June 21, 2000 (See Item 6 "Share
        Incentive Plan")                                                                                                  | 
| |                  |                                                                                                                                                                                                                     | 
| | 4 A              | Earn In
        Agreement between Rodeo Creek Gold Inc (a wholly-owned subsidiary of the
        Company) and Hecla Ventures Corp. (a subsidiary of Hecla Mining Company).                                          | 
| |                  |                                                                                                                                                                                                                     | 
| | 4 A              | Option
        to Purchase Agreement between Great Basin Gold Ltd. and Southgold Exploration
        (Proprietary) Limited and Pangea Exploration (Proprietary) Limited et
        al.                              | 

The following Exhibits are filed with Great Basin's Annual Report on Form
  20-F in the current year:

| | Type of Document | Description                                                                    | 
| | ---------------- | ------------------------------------------------------------------------------ | 
| |                  |                                                                                | 
| | 10               | Code of Ethics                                                                 | 
| |                  |                                                                                | 
| | 12.1             | Section 302 Certification
       CEO                                          | 
| |                  |                                                                                | 
| | 12.2             | Section 302 Certification
       CFO                                          | 
| |                  |                                                                                | 
| | 13.1             | Section 906 Certification
       CEO and CFO                                  | 
| |                  |                                                                                | 
| | 99.1             | Audited annual
      financial statements for the year ended December 31, 2003 | 

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SIGNATURES

Great Basin certifies that it meets all of the requirements for filing on
  Form 20-F and that it has duly caused and authorized the undersigned to sign
  this annual report on its behalf.

GREAT BASIN GOLD LTD.

Per:

/s/ Jeffrey R. Mason
  JEFFREY R. MASON 
  Director, Chief Financial Officer and Secretary

DATED: June 29, 2004

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