---



(Great Basin or the Company)

****

ANNUAL INFORMATION FORMfor the year ended December 31,
2006

This annual information form (AIF) is as of April 3, 2007

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- 2 -

|ITEM 1.  TABLE OF CONTENTS
|--------------------------

|         |                                                                       | Page
|-------- | --------------------------------------------------------------------- | ----
|ITEM 1.  | TABLE OF
      CONTENTS                                               | 2   
|ITEM 2.  | PRELIMINARY NOTES                                                     | 3   
|ITEM 3.  | CORPORATE
      STRUCTURE                                             | 7   
|ITEM 4.  | GENERAL DEVELOPMENT OF THE
      BUSINESS                             | 8   
|ITEM 5.  | DESCRIPTION OF BUSINESS                                               | 11  
|ITEM 6.  | RISK FACTORS                                                          | 46  
|ITEM 7.  | DIVIDENDS                                                             | 58  
|ITEM 8.  | DESCRIPTION OF CAPITAL
      STRUCTURE                                | 58  
|ITEM 9.  | MARKET
      FOR SECURITIES                                           | 58  
|ITEM 10. | ESCROWED SECURITIES                                                   | 59  
|ITEM 11. | DIRECTORS
      AND OFFICERS                                          | 59  
|ITEM 12. | PROMOTERS                                                             | 67  
|ITEM 13. | LEGAL
      PROCEEDINGS                                               | 68  
|ITEM 14. | INTEREST OF MANAGEMENT
      AND OTHERS IN MATERIAL TRANSACTIONS      | 68  
|ITEM 15. | TRANSFER
      AGENT AND REGISTRAR                                    | 68  
|ITEM 16. | MATERIAL CONTRACTS                                                    | 68  
|ITEM 17. | INTERESTS
      OF EXPERTS                                            | 69  
|ITEM 18. | ADDITIONAL
      INFORMATION                                          | 70  
|ITEM 19. | DISCLOSURE FOR COMPANIES NOT SENDING INFORMATION
      CIRCULARS      | 70  
|ITEM 20. | CONTROLS AND
      PROCEDURES                                         | 70  
|ITEM 21. | AUDIT
      COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND EXEMPTIONS | 71  
|ITEM 22. | OFF BALANCE SHEET
      ARRANGEMENTS                                  | 72  
|ITEM 23. | TABULAR
      DISCLOSURE OF CONTRACTUAL OBLIGATIONS                   | 72  

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

|ITEM 2. | PRELIMINARY NOTES
|------- | -----------------

|This AIF includes certain statements that may be deemed "forward-looking
        statements" and forward looking information. These forward-looking statements
        constitute forward-looking statements within the meaning of
        Section 27A of the Securities Act of 1933and Section 21E of the
        Securities Exchange Act of 1934.All statements in this AIF, other
        than statements of historical facts, that address future production, reserve
        potential, exploration drilling, exploitation activities and events or
        developments that the Company expects to take place in the future are
        forward-looking statements or information. Although the Company believes
        the expectations expressed in such forward-looking statements or information
        are based on reasonable assumptions, such statements or information are
        not guarantees of future performance and actual results or developments
        may differ materially from those in the forward-looking statements or
        information. Factors that could cause actual results to differ materially
        from those in forward-looking statements include market prices, exploitation
        and exploration successes, continued availability of capital and financing
        and general economic, market, business, or governmental conditions. Investors
        are cautioned that any such statements are not guarantees of future performance
        and that actual results or developments may differ materially from those
        projected in the forward-looking statements or information.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Incorporation of Continuous Disclosure Documents by
Reference

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

See also our audited consolidated
financial statements for Great Basin for the fiscal years ended December 31,
2006, and 2005 together with the auditors report thereon, interim consolidated
financial statements, proxy circulars, news releases and other continuous
disclosure documents. These documents are available for review on the SEDAR
website located at www.sedar.com. All financial information in this AIF
is prepared in accordance with Canadian generally accepted accounting
principles.

The forgoing documents have been
filed publicly by Great Basin, copies of which are available on request from the
offices of Great Basin or on the SEDAR web site indicated above.

Currency and Metric Equivalents

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

Conversion of metric units into
imperial equivalents is as follows:

| | Metric Units | Multiply by | Imperial Units          
| | ------------ | ----------- | ------------------------
| | hectares     | 2.471       | = acres                 
| | metres       | 3.281       | = feet                  
| | kilometres   | 0.621       | = miles (5,280 feet)    
| | grams        | 0.032       | = troy ounces           
| | tonnes       | 1.102       | = short tons (2,000 lbs)
| | grams/tonne  | 0.029       | = troy ounces/ton       

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

Currency conversions used herein
are based on December 31, 2006, published by the Bank of Canada as follows: $1
US = $1.1654 Cdn.

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

|                        |  | Year Ended December 31 | 
|----------------------- |  | ---------------------- | 
|                        |  | 2006                   | 
|Rate at end of period   |  | 0.8581                 | 
|Average rate for period |  | 0.8816                 | 
|High for period         |  | 0.9099                 | 
|Low for period          |  | 0.8528                 | 

The following table sets forth
(i) the rate of exchange for the South African Rand, or ZAR, expressed in U.S.
dollars, in effect at the end of the periods indicated, (ii) the average of
exchange rates in effect on the last day of each month during such periods, and
(iii) the high and low exchange rates during such periods, as reported by the
Bank of Canada.

|                        |  | Year Ended December 31 | 
|----------------------- |  | ---------------------- | 
|                        |  | 2006                   | 
|Rate at end of period   |  | 0.1419                 | 
|Average rate for period |  | 0.1477                 | 
|High for period         |  | 0.1670                 | 
|Low for period          |  | 0.1260                 | 

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

|                        | Year Ended December 31
|----------------------- | ----------------------
|                        | 2006                  
|Rate at end of period   | 0.1653                
|Average rate for period | 0.1689                
|High for period         | 0.1945                
|Low for period          | 0.1422                

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

GLOSSARY

In this Annual Information Form (AIF) the following terms
have the meanings set forth herein:

|AMEX                                                    | American Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                      
|------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|BEE                                                     | Black Economic Empowerment, a reference to South African
      legislative initiatives designed to help redress past injustices to
      historically disadvantaged persons.                                                                                                                                                                                
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|cmg/t                                                   | means centimetre grams per tonne.                                                                                                                                                                                                                                                                                                                           
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|Epithermal Deposit                                      | A type of deposit formed at low temperature
      (50-200oC), usually within one kilometre of the earths
      surface, often as structurally controlled veins.                                                                                                                                                                                            
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|g/t                                                     | means grams per tonne.                                                                                                                                                                                                                                                                                                                                      
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|HDB                                                     | means Hollister Development Block, a portion of the
      Hollister property in Nevada.                                                                                                                                                                                                                                                                     
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|HVC                                                     | means Hecla Ventures Corp., the company which owns a 50%
      earn-in right into the HDB and which we are proposing to purchase prior to
      April 30, 2007 in part with the proceeds of the planned prospectus
      offering described herein.                                                                                                         
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|I-Drift                                                 | an access tunnel which follows along the vein.                                                                                                                                                                                                                                                                                                              
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|JSE                                                     | Johannesburg Stock Exchange Limited, one of the three
      stock exchanges on which our common shares are listed.                                                                                                                                                                                                                                          
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|Mineral Symbols                                         | Mineral symbols which may be used herein are: Au  Gold;
      Cu  Copper; Pb  Lead; Ag  Silver; Zn  Zinc; Mo  Molybdenum; Sb 
      Antimony; Se  Selenium; As  Arsenic; Hg  Mercury.                                                                                                                                                             
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|NI 43-101                                               | means National Instrument 43-101, the national securities
      law instrument in Canada respecting standards of disclosure for mineral
      projects.                                                                                                                                                                                                     
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|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.                                                                                                                                                                                                                                                                 
|                                                        |                                                                                                                                                                                                                                                                                                                                                             
|TSX                                                     | Toronto Stock Exchange, one of the three stock exchanges
      on which our common shares are listed.                                                                                                                                                                                                                                                       

Resource Category (Classification) Definitions

The discussion of mineral deposit
classifications in this AIF adheres to the resource/reserve definitions and
classification criteria developed in 2000 by the Canadian Institute of Mining.
Estimated mineral resources fall into two broad categories dependent on whether
the economic viability of them has been established and these are

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

namely resources (economic viability not established) and ore
reserves (viable economic production is feasible). Resources are sub-divided
into categories depending on the confidence level of the estimate based on level
of detail of sampling and geological understanding of the deposit. The
categories, from lowest confidence to highest confidence, are inferred resource,
indicated resource and measured resource. Reserves are similarly sub-divided by
order of confidence into probable (lowest) and proven (highest). These
classifications can be more particularly described as follows:

A Mineral Resource is a
concentration or occurrence of diamonds, natural solid inorganic material, or
natural solid fossilized organic material including base and precious metals,
coal, and industrial minerals in or on the Earths crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge.

An Inferred Mineral
Resource is that part of a Mineral Resource for which quantity and grade or
quality can be estimated on the basis of geological evidence and limited
sampling and reasonably assumed, but not verified, geological and grade
continuity. The estimate is based on limited information and sampling gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes.

An Indicated Mineral
Resource is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape and physical characteristics, can be estimated with a
level of confidence sufficient to allow the appropriate application of technical
and economic parameters, to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes that are
spaced closely enough for geological and grade continuity to be reasonably
assumed.

A Measured Mineral
Resource is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape, and physical characteristics are so well established
that they can be estimated with confidence sufficient to allow the appropriate
application of technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The estimate is based
on detailed and reliable exploration, sampling and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough to confirm both
geological and grade continuity.

A Mineral Reserve is the
economically mineable part of a Measured or Indicated Mineral Resource
demonstrated by at least a Preliminary Feasibility Study. This Study must
include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. A Mineral Reserve includes diluting materials and
allowances for losses that may occur when the material is mined.

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

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

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

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

Overview

We were incorporated under the
name Sentinel Resources Ltd. on March 19, 1986 under the laws of the province of
British Columbia. From that date through 1997 we underwent various mergers and
acquisitions and became Great Basin Gold Ltd. with our final merger on
December 31, 1997. We continue to be governed by the laws of British Columbia.
Our registered office is located at Suite 1500-1055 West Georgia, Vancouver,
British Columbia, V6E 4N6, and our operational head office is located at 138
West Street, Sandton 2146 South Africa.

We operate directly and through our
subsidiaries as follows:

|                                                  | Jurisdiction of |                                                
|------------------------------------------------- | --------------- | -----------------------------------------------
|Name of
      Subsidiary                          | Incorporation   | Ownership Interest                             
|Great Basin Gold Inc.                             | Nevada, USA     | 100%                                           
|Rodeo Creek Gold Inc.                             | Nevada, USA     | 100% (held through Great Basin Gold Inc.)      
|Antler Peak Gold Inc.                             | Nevada, USA     | 100% (held through Great Basin
      Gold Inc.)
|Touchstone Resources Company                      | Nevada, USA     | 100% (held through Rodeo Creek Gold Inc.)      
|Southgold Exploration (Proprietary)
      Limited | South Africa    | 100%, (held through N6C
      Resources Inc.)  
|N5C Resources Inc.                                | Cayman Islands  | 100%                                           
|N6C Resources Inc.                                | Cayman Islands  | 100% (held through N5C
      Resources Inc.)   
|Great Basin Gold RSA (Proprietary) Limited        | South Africa    | 100% (held through N6C Resources Inc.)         
|Pacific Sentinel Resources Inc.                   | Yukon           | 100%                                           

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



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

Great Basin is in the business of
acquiring interests in, and exploring and developing precious metals deposits.
For the past three years Great Basin has focused on two advanced stage gold
projects, the Hollister Property on the Carlin Trend in Nevada, USA, where
underground exploration and development is underway on a portion of the property
called the Hollister Development Block, or HDB, and the Burnstone Project in the
Witwatersrand goldfield in South Africa. Great Basins Hollister Project hosts a
number of gold-silver vein systems with high indicated grades that are
potentially amenable to underground mining. Great Basins Burnstone Project
hosts gold within the Kimberley Reef horizon; the mineralization has moderate
indicated grades that are potentially amenable to underground mining. These
projects are currently in the advanced exploration stage with the HDB being
assessed for its economic viability and the Burnstone Project, already the
subject of an initial feasibility study, and an access decline is being
excavated as part of pre-development work.

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. On March 21, 2007, we filed a short form public offering prospectus in
Canada and the United States to offer our shares and warrants with a view to
raising approximately US$90 million. There can be no assurance as of the date
hereof that the offering will be successful. If it is successful it will
complete in mid-April, 2007. A copy of the prospectus is available at
www.sedar.com and in the United States at www.sec.gov.

Hollister Property, Nevada and its Hollister Development
Block (HDB)

Upon completion of the
acquisition of the shares of Hecla Ventures Corp. (HVC), further described
below, which acquisition will be funded in part from the net proceeds raised
under the short form prospectus offering described above, we will own a 100%
interest in the Hollister Property, subject to certain leases and royalty
obligations. Prior to our February 21, 2007 agreement to purchase HVC and until
we complete that purchase, a 5%

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

area in our Hollister Property known as the Hollister
Development Block, is subject to a 50:50 earn-in agreement with HVC, a
subsidiary of NYSE listed Hecla Limited (Hecla). We agreed to purchase HVC and
thereby regain a 100% working interest in the HDB. The HDB is currently in the
advanced exploration stage and is being assessed for economic viability. The HDB
hosts a number of high grade gold-silver vein systems that are potentially
amenable to underground mining. We also believe that the balance of the
Hollister Property warrants further exploration.

The federal government of the
United States and the state government of Nevada have jurisdiction over mining
activities and communities, habitat users and other interests that may be
affected by mining. In particular, the Bureau of Land Management has
jurisdiction over the land on which the Hollister Property is located.

Inferred mineral resources for
the HDB have been excerpted in the table below and are drawn from a NI 43-101
report entitled Technical Report and Updated Preliminary Assessment of the
Ivanhoe Gold Project, Elko, Nevada prepared by David M.R. Stone, P.Eng., an
independent qualified person, dated September 12, 2006 as amended April 3,2007.
Mr Stones report adopts a resource estimate contained in a report entitled
Audit of Preliminary Resource estimate for the High Grade Gold-Silver Veins of
the Ivanhoe District, Elko County, Nevada authored by James Currie, P.Eng.,
then of Behre Dolbear & Company Ltd., mining consultants, and dated October
2, 2001(the Currie Report), which is appended to a report by Ross Glanville
&Associates Ltd. and R.H. Banner Ltd., April 2002: Summary Report for the
Ivanhoe Project, Elko County, Nevada, USA., Report to Great Basin Gold Ltd.
filed May, 2002 (the Glanville/Banner Report). Mr. Stones 2006 report
supersedes all of the Glanville/ Banner Report (except for the Currie Report
which it considers relevant and reliable). Mr. Stones report summarizes the
estimated inferred mineral resources as follows:

|Cautionary Note to Investors concerning estimates of
      Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|This section uses
        the term inferred resources. We advise investors that while
        this term is recognized and required by Canadian regulations, the U.S.
        Securities and Exchange Commission does not recognize it. Inferred
        resources have a great amount of uncertainty as to their existence,
        and great uncertainty as to their economic and legal feasibility. It cannot
        be assumed that all or any part of a mineral resource will ever be upgraded
        to a higher category. Under Canadian rules, estimates of Inferred Mineral
        Resources may not form the basis of economic studies, except in rare cases.
        Mineral resources that are not mineral reserves do not have demonstrated
        economic viability. None of the following mineralization has been demonstrated
        to be ore nor is considered to be a mineral reserve. Investors are
        cautioned not to assume that any part or all of an inferred resource exists,
        or is economically or legally mineable. See Risk Factors.

|         |         | Gold        | Silver   | Contained   | Contained
|-------- | ------- | ----------- | -------- | ----------- | ---------
|Cut-Off  |         | (Grade)     | (Grade)  | Gold        | Silver   
|(oz/ton) | Tons    | (oz/ton)(1) | (oz/ton) | (ounces)(2) | (ounces) 
|         |         |             |          |             |          
|0.25     | 719,000 | 1.29        | 7.0      | 926,000     | 5,033,000

___________________(1) One oz/ton is equal to approximately
34.286 grams/tonne. (2) One ounce is equal to approximately 33.103 grams,
for approximately 28,800 kilograms of contained gold. - This estimation was
done in 2002 and used a gold price of US$275/oz and silver price of US$4.40/oz.

At a cut-off grade of 0.25 opt
gold and a tonnage factor of 12.8 cubic feet per ton, the estimated inferred
mineral resource is 719,000 tons at an average grade of 1.29 oz/ton gold and 7.0
oz/ton silver, containing 926,000 ounces of gold and 5,033,000 ounces of silver.
The cut-off for this preliminary resource estimate was established by comparing
it with other underground deposits being mined on the Carlin Trend and also by
examining the grade distribution curve of the Hollister resource. A gold price
of US$275/oz and a silver price of US$4.40/oz were used for the preliminary
assessment in 2002 that concluded that the HDB would have positive economics,
indicating that the cut-off was appropriate.

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

As noted above, in the 2006
preliminary assessment Mr. Stone updated the preliminary assessment based on the
inferred mineral resources at the 0.25 oz/ton cut-off. The inferred resource
estimated in 2002 did not change although the preliminary economic assessment
contained in the 2007 Hollister technical report provides updated economic
assessments across a range of higher gold prices. The resource was diluted by
approximately 50% in the cash flow model. The 719,000 tons is the amount of
material that contains the 926,000 ounces of gold. Sensitivity analyses
conducted to test the key assumptions (metal prices and capital and operating
costs) show the robustness of the project, returning a 60% internal rate of
return (IRR) for metal prices of US$400/oz for gold and US$6.00/oz for silver to
a 95% IRR for metal prices of US$500/oz for gold and US$8.00/oz for silver. The
project returns were also shown to be relatively insensitive to capital and
operating costs: the IRR ranges from 62% to 97% when either of the capital and
operating costs are varied by +/- 20%, all other parameters remaining constant.
In addition, the project NPV (at a 5% discount) varies from $87 million to $125
million when either of the capital and operating costs are varied by +/- 20%,
all other parameters remaining constant.

The preliminary assessment is
based on inferred mineral resources, that are considered too speculative
geologically to have economic considerations applied to them that would enable
them to be categorized as mineral reserves. Hence, there is no certainty that
the preliminary assessment will be realized and that any part of the inferred
resources will be economically mineable.

Burnstone Project, Mpumalanga Province, South Africa

The Burnstone Project is located
approximately 80 km (50 mi) southeast of Johannesburg, near the town of Balfour.
The property lies in open, rolling countryside that has excellent
infrastructure, including paved highways, railroads and power lines. Gold occurs
within the Kimberley Reef, a gold-bearing conglomerate unit that is one of four
main gold-bearing horizons in the Witwatersrand Basin.

Other than as described below,
prospecting rights to 100% of the gold ounces in the mineral reserve categories
and approximately 94% of the additional measured and indicated mineral resource
categories of the area covered by the Burnstone Project have been granted to our
South African subsidiary Southgold Exploration (Pty) Ltd. (Southgold). The
remaining 6% of the measured and indicated mineral resources of the Burnstone
Project are held on farms the rights to which are owned by Puma Gold (Pty) Ltd.
(Puma). Puma has optioned the farms (known as Doornhoek 577 IR) related lands
to us for US$8.00 per contained gold ounce, with the number of additional ounces
(if any) to be determined by a third party consultant after we drill two
additional holes on those farms at our expense. The option granted by Puma is
currently effective until June 21, 2007, but is under further negotiation. These
farms represent approximately 435,000 of the ounces in the additional measured
and 29,000 of the ounces in the additional indicated categories at Burnstone,
using a 400 cmg/t cut-off. Although Southgold's prospecting rights cover the
whole area of the Burnstone Project, Southgold holds less than a 100% undivided
interest in relation to certain of these prospecting rights. However, to the
best of our knowledge and belief, and after due and careful enquiry, we are not
aware of any third party having lodged an application in respect of the
remaining undivided interest in such prospecting rights. We are currently in the
process of taking steps to secure the remaining undivided interest in such
prospecting rights through applicable South African mining law procedures. In
the unlikely event of any applications having been lodged by any third parties
prior to securing our remaining interest through these procedures, we intend
taking any steps that may be necessary so as to acquire such remaining interests
should this in fact prove necessary at a later date, including the possibility
of entering into negotiations with such third parties.

On February 21, 2007 we entered
into an in principle framework agreement with a view to achieving compliance
with South Africas relatively new (2002) black economic empowerment (BEE),
legislation. The BEE legislation, including the Mining Charter, requires us to
achieve a target of 26% ownership in our South African projects by historically
disadvantaged South Africans (HDSAs) by 2014. Under the framework agreement,
a transaction is contemplated whereby a broad-based BEE group of investors,
through a company called Tranter Gold (Pty) Ltd. (Tranter), would if
completed, purchase approximately 19.94 million of our common shares for ZAR 260
million (approximately US$35.13 million) in cash, which we anticipate would lead
to the BEE investors holding approximately 10.8% of our common shares after the
issuance of the common shares to Hecla for

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

the HVC acquisition and the issuance of the estimated number of
securities under a current short form prospectus offering. If the acquisition of
the approximately 19.94 million shares does not receive South African government
approvals as not constituting compliance with the BEE legislation or for other
reasons, then the framework agreement contemplates that the BEE group, through
Tranter, would instead purchase 812 ordinary shares of Southgold, which would as
of the date hereof represent an approximate 26% interest in Southgolds share
capital. We believe that the framework agreement, although it is currently
subject to a number of South African government approvals and additional
conditions such as the funding of the BEE group, is likely to achieve compliance
with the mandated BEE ownership target as a consequence of either the proposed
purchase of approximately 19.94 million of our shares or alternatively the
purchase of at least 26% of Southgold for the same ZAR 260 million.

The government of the Republic of
South Africa has jurisdiction over activities, communities, habitat users and
other interests that may be affected by mining. In particular, the DME has
jurisdiction over mineral rights relating to the property on which the Burnstone
Project is located.

Operations Generally

We do not have any commercial
mining operations and hence do not have any operating revenue although,
historically, we have had annual interest revenue as a consequence of investing
surplus funds pending the completion of exploration programs. Our operations
consist of advancing exploration at our two principal mineral projects.

Significant Acquisitions and Significant Dispositions

The Company purchased an initial
15% interest in Kryso Resources plc (Kryso), a company listed on the London
Stock Exchanges Alternative Investment Market with gold and nickel assets in
Tajikistan. Pursuant to the share purchase agreement, the Company purchased
10,000,000 shares at 10 pence per share for a total payment of ₤1 million
(pounds) (approximately $2.1 million) and received 5,000,000 warrants
exercisable into one common share of Kryso per warrant at an exercise price of
15 pence (approximately $0.31) per share over a two year period. The exercise of
the warrants is subject to the approval of Krysos shareholders at their next
annual general meeting expected to be held in July 2007. In addition the Company
has a five-year right of first refusal that will allow the Company to maintain
its percentage equity position in Kryso, subject to shareholder approval, and
has the right to appoint one member to Krysos board of directors and a
technical advisor to its management team. The securities and rights will be held
by our Cayman subsidiary, N5C Resources Ltd.

Great Basin made no significant asset
dispositions during fiscal 2006.

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

We are engaged in the business of
acquiring ownership of or interests in, and exploring and where warranted
developing, precious metals deposits. For the past three years we have focused
on two primary projects: (a) the Hollister Project (previously known as the
Ivanhoe Property) on the Carlin Trend in Nevada, USA, where an underground
exploration and development program is underway on a portion of the property
called the Hollister Development Block (HDB), which program is designed to
provide the detailed information for a feasibility study, and there is also
ongoing exploration on the rest of the property; and (b) the Burnstone Project
in the Witwatersrand Basin goldfield in South Africa, for which an initial area
feasibility study was completed last year and the development of an access
decline is underway as part of pre-development work.

In addition to our two primary
projects, we have inactive mineral interests in the Casino Property in the
Yukon, Canada and the Kirkland Property in Ontario, Canada.

---

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

Principal Properties - Summary

Hollister Property, Nevada

Unless stated otherwise,
information of a technical or scientific nature related to the Hollister
Property contained in this AIF is summarized or extracted from the Technical
Report  Update on the Exploration Activities on the Hollister Gold Project,
Elko County, Nevada dated March 19, 2007 and revised April 3,2007, prepared
jointly by Messrs Gernot Wober, P. Geo. and David Stone, P.Eng, both of whom are
qualified persons, as defined in NI 43-101. Mr. Wober is employed by us and is
not independent. Mr. Stone is independent to us. The technical report was
prepared in accordance with the requirements of NI 43-101.

Hollister Development Block- Recent Progress

Infrastructure and services have
been set in place to enable the development of a decline and laterals from which
a 55,000 ft underground drilling program was completed. A total of 6,800 ft of
access development and 1,000 ft of I-drifting on vein have been completed to
date. Apart from providing data for the completion of a feasibility study, this
work has also established much of the infrastructure necessary to start
production.

Work on development of a resource
model, engineering, environmental and other aspects has also progressed. The
following activities have been advanced:

- Development of the geological resource model. The drilling program was
  designed to upgrade a significant portion of the inferred resources to
  measured and indicated categories. Work on the resource model began in
  November 2006. The drilling program was completed in February 2007, and final
  results are being integrated into the model as they are received. Once these
  have been integrated a new resource estimate can be completed and, assuming
  that measured and indicated resources are established, work on the feasibility
  study can proceed.
- Continuation of underground test mining, including tests for split
  blasting, drifting and raising, in the different vein systems. Rock mechanics
  investigations have taken place to assess the efficacy of backfilling and to
  test backfill materials. Mine planning has also encompassed evaluation of
  different options for a second underground access route (there is currently
  only one access decline);
- Assessment of underground water parameters and development of plans for
  dewatering and permitting;
- Evaluation of general infrastructure, mine services and transportation, in
  particular, shorter access routes;
- Completion of metallurgical test work and evaluation of ore treatment
  alternatives; and
- Development of the environmental and reclamation reports, and strategies
  for permitting that will factor into the overall project schedule.

In the March, 2007 technical
report, the authors recommend an interim US$43.8 million budget and work plan
that is directed towards increasing our confidence in the HDB resource with the
goal of upgrading it into the higher classifications of indicated and/or
measured resource which is a prerequisite for a feasibility study. The
recommendations also include the continuation of underground drilling to further
delineate and expand the veins, the establishment of a second access decline and
condemnation drilling in area of planned underground infrastructure.
Continuation of mine permitting activities, acquisition of mobile equipment and
the establishment of surface infrastructure, such as power lines, haul roads,
rapid infiltration basins, backfill plant, offices and warehouses is also
contemplated. In particular, the recommended work plan includes:

---

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

| |                                                     | Initial Feasibility | Post-Initial |         
| | --------------------------------------------------- | ------------------- | ------------ | --------
| |                                                     | Study Related       | Feasibility  |         
| |                                                     | Work                | Study Work   | Total   
| | Recommended Expenditures                            | US$ 000            | US$ 000     | US$ 000
| | Resource Estimate and Feasibility
      Preparation | 451                 | 750          | 1,201   
| | Drilling, Testwork and Investigation                | 320                 | 7,102        | 7,422   
| | Equipment purchases                                 | 309                 | 1,024        | 1,333   
| | Surface plant                                       | 294                 | 1,225        | 1,519   
| | Site services                                       | 1,030               | 4,269        | 5,299   
| | Underground development including second decline    | 3,022               | 13,170       | 16,192  
| | Underground services                                | 342                 | 1,472        | 1,814   
| | Environmental permitting and engineering            | 282                 | 943          | 1,225   
| | Administration costs                                | 1,000               | 5,430        | 6,300   
| | Independent Consultants Feasibility Study Services  | 200                 | 400          | 600     
| | Total                                               | 7,556               | 36,244       | 43,800  

As drilling has intersected the
vein systems and returned grades that are consistent with the results from
previous surface drilling, and the drilling was laid out at a close spacing, we
anticipate that measured and or indicated mineral resources will be established,
that will enable us to complete a feasibility study on the HDB by June 2007 and
make a decision in respect of possible commercial production shortly thereafter.
We expect to fund this work from the short form prospectus offering described in
Item 4.

The recommended work plan
reflects the likelihood that if the current resource can be upgraded into a
measured and indicated categories, that the resulting feasibility study may
prove to be only an initial feasibility study as the 2007 drilling program is
designed in part to establish if a larger resource than was previously explored
is present on the Hollister property. We believe that the previous drilling was
focussed on a targeted resource that was constrained by the fact that our joint
venture with HVC was limited to the HDB and so there was no testing to see if
the veins extend laterally or down dip beyond the area of the HDB.

Exploration Program Progress

Recent exploration activities
consist of the completion of a controlled source audio magneto-telluric
geophysical survey, a portion of which occupied the HDB. A total of 36 lines
were completed and 77 line-kilometers of data was collected. Of the entire
survey, approximately 10 lines covered the HDB. This survey was physically
completed by an independent geosciences consultant and took place between
August, 2006 and October 19, 2006. A separate geophysics consultant provided the
data processing and interpretation and summarized the results on February 28,
2007. The geophysical survey is part of a board-approved US$3 million
exploration budget that was made available in November, 2006 and which will be
funded from our existing working capital. Further activities were intended to
consist of core drilling but these have not commenced due to our inability to
procure a drill rig for the project until March 2007. Exploration drilling has
now begun.

Hecla Ventures Corp. (HVC) Share Purchase Agreement

On February 20, 2007, we entered
into a share purchase agreement to buy HVC and thereby effectively regain a 100%
working interest in the HDB, for a total of US$60 million, comprising US$45
million in cash and the remaining US$15 million in our common shares
(approximately 7.94 million shares).

By way of background to this
transaction, we granted Hecla Limited, a NYSE listed mining company the right
under an earn-in agreement to acquire a 50% working interest in the HDB in
August, 2002. Hecla held the earn-in rights and operated its earn-programs
through HVC. By February, 2007, HVC was close to completing its earn-in
requirements; however, we agreed to buy them out of the HDB altogether. The
buy-out transaction has been structured as a purchase of Heclas subsidiary,
HVC, which holds the earn-in rights and which was, until our February 20, 2007
agreement, managing the earn-in program. The transaction is subject to stock
exchange and other

---

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

regulatory approvals and customary closing conditions, which we
expect we will obtain in the ordinary course prior to the completion deadline of
April 30, 2007. The principal requirement for us to be able to complete the HVC
acquisition is the success of the short form prospectus offering, and the
closing of the HVC acquisition which we intend to complete contemporaneously
with the closing of the short form prospectus offering, assuming it is
successful.

In addition to the payment of
US$60 million of cash and shares, we have agreed to release Hecla from its
obligations under the earn-in agreement as a guarantor of HVCs obligations.
Upon closing of this acquisition, we will hold 100% of the working interest in
the HDB and the Hollister Property. In addition to the 50% earn-in rights, HVC
owns under US$2 million in tangible assets comprising various pieces of mining
equipment. We will be assuming payroll and benefits obligations for 35 Hecla
employees working on the HDB project for at least a one year period. We will
also be assuming all responsibility for any environmental liabilities. We will
also enter into a transition services agreement with Hecla, which provides for
the provision of consultation services of three Hecla employees for a
three-month period to ensure a smooth transition of operations.

Under the terms of the earn-in
agreement, HVC expended some US$32 million on advanced exploration work at HDB
since 2002. This work was funded by HVC borrowing that amount from Hecla and its
affiliates and the US$30 million will be settled by a capital contribution of
the equivalent amount from Hecla prior to closing of the stock purchase. By
spending this money HVC had completed the stage 1 activities, one of the
prerequisites to earn-in to a 50% interest in the project in early February,
2007. On completion of the acquisition we have agreed to reimburse Hecla for 50%
of expenditures since February 12, 2007 and 100% of Heclas on-going HDB
expenditures from the execution date of the acquisition agreement on February
20, 2007 until the date we complete the purchase of HVC.

Our review of information
supplied by Hecla indicates that HVC spent approximately US$32 million on
earn-in expenditures at Hollister. These amounts were spent over the following
years and on the following activities:

Hecla Ventures Corp.  Expenditures at the HDB, 2002-2006

|                                                   |  |           |  |  | Amounts (US$) |  |  |            | 
|-------------------------------------------------- |  | --------- |  |  | ------------- |  |  | ---------- | 
|Activity                                           |  | 2002-2004 |  |  | 2005          |  |  | 2006       | 
|Environmental Permitting                           |  | 1,590,495 |  |  | 315,163       |  |  | 747,191    | 
|Equipment                                          |  | 447,525   |  |  | 1,006,101     |  |  | 861,730    | 
|Surface Plant                                      |  | 919,638   |  |  | 804,007       |  |  | 659,335    | 
|Site Services                                      |  | 632,799   |  |  | 1,810,818     |  |  | 2,811,859  | 
|Portal and I-Drifts                                |  | 255,212   |  |  | 161           |  |  | 451,582    | 
|Decline, Cross Cuts, Muck Bays, Drill Stations     |  | 157,281   |  |  | 3,143,049     |  |  | 3,254,172  | 
|Diamond Drilling and Drilling
      Administration |  | 513       |  |  | 1,805         |  |  | 2,128,565  | 
|Underground Employee Wages and Misc.               |  | 72        |  |  | 35,628        |  |  | 149,760    | 
|Underground Services                               |  | 124,096   |  |  | 605,784       |  |  | 680,076    | 
|Administration                                     |  | 1,555,621 |  |  | 1,900,929     |  |  | 2,530,978  | 
|Management Fee                                     |  | 392,273   |  |  | 632,039       |  |  | 932,759    | 
|Totals:                                            |  | 6,075,525 |  |  | 10,255,484    |  |  | 15,208,007 | 

---

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

We believe this tabular
information contains all the historical financial information that an investor
needs to know regarding the HVC acquisition. We conducted extensive due
diligence procedures on HVC's financial records to satisfy ourselves that the
tabular information is materially correct.

Burnstone Project, South Africa

Unless stated otherwise,
information of a technical or scientific nature related to the Burnstone Project
is summarized or extracted from the Report on the Resource Estimate for the
Burnstone Project, Mpumalanga Province of the Republic of South Africa, dated
March 19, 2007 which is co-authored by David Stone, P.Eng. and Gideon J. van der
Heever, Pr.Sci.Nat, both of whom are qualified persons under NI 43-101. Mr van
der Heever and Mr. Stone are independent. Their report builds on the conclusions
contained in the Technical Report on the Feasibility Study for the Burnstone
Project, Balfour, Mpumalanga Province, Republic of South Africa dated May 10,
2006 (the Burnstone Feasibility Study), prepared by international mining
consultants Behre Dolbear & Company Ltd., based on a full review of the
results of the components of the Burnstone Feasibility Study by Derek Rance,
P.Eng., who is an independent qualified person as defined by NI 43-101. The
financial analysis was completed by Minefill Services, Inc., under the
supervision of David Stone, P.Eng. Individual components of the study were
completed by the following South African consultants, each of which is an
independent qualified person under NI 43-101:

- Geology and mineral resources were reviewed and updated for the Burnstone
  Feasibility Study by Harry Meadon, Pr.Sci.Nat., of HM Exploration CC, and Mr.
  van der Heever, Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty)
  Ltd.
- Mineral reserves, mine planning and design aspects were developed by Turgis
  Consulting (Pty) Ltd., under the supervision of AD Pooley, Pr.Eng.
- Mill process and plant design work was done by MDM Ferroman, and
  metallurgical testwork by Mintek Laboratories, all under the supervision of
  David Dodd, SAIMM, of MDM Ferroman.
- Environmental & permitting, tailings, water supply and infrastructure
  studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors,
  under the supervision of Joanna Goeller, Environmental Impact Assessment
  Practitioner, and R.J. Scheurenberg, Pr.Eng.

The Burnstone Feasibility Study
supersedes a pre-feasibility study on the Burnstone Project prepared by many of
the same authors in 2004.

Burnstone Phase I Development

In May, 2006 we announced the
results of the Burnstone feasibility study, as a result of which we moved to the
permitting stage, initiated pre-production activities and secured financing to
construct the surface facilities and the shaft component.

The proposed mine site is
situated in an area of open, rolling country, traversed by major paved highways,
railroads, power lines and pipelines that provide excellent infrastructure for
development. Skilled labour, mining expertise, equipment and process facilities
are all available to support the development of the Burnstone Project.

The Burnstone Feasibility Study
was done in 2006 using both South African Rand (ZAR) and US dollars (US$), at an
exchange ratio of 7:1 (ZAR to US$). The financial analysis assumes a 100%
ownership and no debt leverage. As discussed further below, we recently entered
into an agreement in principle with Tranter, a Black Economic Empowerment
company that is intending to participate in the Burnstone Project either through
an investment in our common shares or through an investment in Southgold, in any
event as per South African regulatory requirements, assuming that the conditions
to the fulfillment of this transaction are satisfied.

---

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

At an assumed gold price of
US$450/oz, results from the pre-tax and 100% equity financed financial model are
summarized as follows:

- 14 year mine life, including a four-year pre-production period
- Average annual production of 214,000 ounces of gold at full production
- Capital cost of US$144.5 million
- Operating cost of US$36.63 per tonne
- Mine site cash cost of US$254.42 per ounce (all-in cash cost of US$323.11
  per ounce)
- Pre-tax Net Present Value at 5% discount of US$138.9 million
- Internal Rate of Return 18.3%

Our rights to two of the farms
(portions of Doornhoek 577 IR) which are outside of those included in the 2006
Burnstone Feasibility Study, are subject to an option from Puma as described in
Item 4. These farms represent approximately 434,578 of the ounces in the
additional measured and 29,089 of the ounces in the additional indicated
categories at Burnstone, using a 400 cmg/t cut-off.

Mine Plan

The Burnstone Feasibility Study
recommends flexible, mechanized materials handling and conventional narrow reef
underground mining of the Burnstone deposit, utilizing a combination of a
decline and a vertical shaft for access. Development will occur in two phases.
First, a 4.5 -metre wide by 4.8 -metre high decline will be developed to enable
early access to the ore body for some mining. A 26,000 tonne bulk sample will be
extracted and processed in order to confirm previous metallurgical test work.
Second, a 7.5 -metre diameter vertical shaft will be developed and commissioned.
During July 2006, construction of the decline commenced, and as at March 6,
2007, the decline had advanced to 550 metres from the portal entrance. At full
production, miners and equipment will use the decline for access and the shaft
for hoisting ore and mine rock to surface. Full employment would entail
approximately 2,000 people. Our test program is being conducted in accordance
with the Minerals Act 50 of 1991 which continues to have application
pursuant to the Minerals and Petroleum Resources Development Act, 2002
(the MPRDA). Although our revised environmental management plans submitted to
the DME have not yet been approved, we believe that all our pre-development work
undertaken to date has been in accordance with the standards prescribed by the
applicable legislation.

The Burnstone processing plant
has been designed with a nominal capacity of 125,000 tonnes per month, and
consists of conventional crushing, grinding and ball milling, followed by
gravity separation and carbon-in-leach treatment prior to gold refining.
Expected metallurgical recovery is 95%, with 2.2 million ounces expected to be
recovered over the 14-year mine life.

Parameters and Key Results

The Measured and Indicated
mineral resources for the Kimberley Reef gold deposit, as outlined by drilling
on the Burnstone Project to the date of the feasibility report, and at a 400
cmg/t cut-off, (which assumes $450/oz gold), are 29.0 million tonnes grading
7.63 g/t, containing 7.1 million ounces of gold. Of these, 19.8 million tonnes
grading 9.22 g/t are Measured and 9.2 million tonnes grading 4.20 g/t are
Indicated. These Mineral Resources are inclusive of the Mineral Reserves used
for the Burnstone Feasibility Study. The current mine plan, however, is based on
a portion of the mineral resources previously known as Area 1.

---

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

The Proven and Probable Mineral
Reserves (tabulated below) are fully diluted and take into consideration all
mining factors, and are stated according to Canadian standards. The average reef
channel width is of the order of 35cm. As it is not possible to mine at these
widths, a stope width of 90cm has been applied. Where the reef channel width is
higher than 90cm, then stope widths applied are also higher to suit. Additional
dilution has been applied for planned and unplanned dilution.

The resource tonnage has been
modified to account for the dilutionary sources described above. In addition,
tonnages have been modified to reflect a loss of 6% for the pillars which will
be left unmined.

The resource grade has also been
modified to reflect the other causes of mining dilution (being the additional
waste material required to be mined in order to access and recover the
gold-bearing ore). In addition, the grade has been reduced by 3% (estimate
provided by our geologists) to account for minor (internal) geological loss and
by a further 10% to account for gold losses during the mining process.

The calculations described above
have resulted in Proven and Probable Mineral Reserves that include Proven
Reserves of 15.1 million tonnes grading 4.61 g/t and Probable Reserves of 0.8
million tonnes grading 5.38 g/t.

Burnstone Project  Feasibility Study ResultsGold
Price US$450/oz (ZAR101,270/kg) & Exchange Rate of 7:1 ZAR to US$

|Proven & Probable Reserves (At 4 g/t
      cut-off) | 15.9 million tonnes grading
      4.65 g/t, containing 2.4 million ounces
|--------------------------------------------------- | -------------------------------------------------------------------------
|Gold recovery                                       | 95%                                                                      
|Annual gold production                              | 214,000 ounces at full
      production                                  
|Life of mine gold production                        | 2.26 million ounces                                                      
|Mine life                                           | 14 years, including 4 years
      pre-production                         
|Full Employment                                     | 2,000 + people                                                           

|                         |  | ZAR        |  |  | US$        | 
|------------------------ |  | ---------- |  |  | ---------- | 
|CAPITAL
      COSTS(1)   |  | (millions) |  |  | (millions) | 
|Mine                     |  | 800        |  |  | 114.3      | 
|Mill                     |  | 160        |  |  | 22.8       | 
|Tailing and rock storage |  | 38         |  |  | 5.3        | 
|Main water supply        |  | 15         |  |  | 2.1        | 
|Total                    |  | 1,013      |  |  | 144.5      | 

|                      |  | ZAR/t  |  |  | US$/t  | 
|--------------------- |  | ------ |  |  | ------ | 
|OPERATING
      COSTS |  | milled |  |  | milled | 
|Mining                |  | 215.09 |  |  | 30.73  | 
|Milling               |  | 33.36  |  |  | 4.77   | 
|Administration        |  | 2.00   |  |  | 0.29   | 
|Community             |  | 3.78   |  |  | 0.54   | 
|Social Costs          |  | 2.18   |  |  | 0.32   | 
|                      |  |        |  |  |        | 
|Total                 |  | 256.41 |  |  | 36.65  | 

_____________________(1) Capital costs for mining are
+/-15% with no contingency; for milling are +/-10% including a 10% contingency.

|CASH COSTS      |  | ZAR/kg |  |  | US$/oz | 
|--------------- |  | ------ |  |  | ------ | 
|Mine Site Costs |  | 57,256 |  |  | 254.42 | 

---

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

|All-in Costs |  | 72,714 |  |  | 323.11 | 
|------------ |  | ------ |  |  | ------ | 

|               |  | ZAR        |  |  | US$        | 
|-------------- |  | ---------- |  |  | ---------- | 
|CASH FLOW      |  | (millions) |  |  | (millions) | 
|Average Annual |  | 183        |  |  | 26         | 
|Life of Mine   |  | 2,006      |  |  | 287        | 

|                                |  | ZAR        |  |  | US$        | 
|------------------------------- |  | ---------- |  |  | ---------- | 
|FINANCIAL
      RESULTS         |  | (millions) |  |  | (millions) | 
|Net Present Value (5% discount) |  | 972.3      |  |  | 138.9      | 
|Internal Rate of Return         |  | 18.3%      |  |  |            | 

Sensitivity analyses done on
several of the key parameters indicate that the financial results for the
project are economic. The Net Present Value and Internal Rate of Return are more
sensitive to changes in exchange rates and gold price than to variations in
capital and operating costs.

Exploration Program Progress

Since the completion of the
feasibility study of the Burnstone Project in May, 2006, we have undertaken
drilling to upgrade and expand the mineral resources in Area 1 and Area 2.
Results from eight of fifteen completed drill holes have been incorporated into
the resource model and new estimates of the mineral resources are tabulated
below. The grades as well as the tonnes have increased in all categories. As a
result, at the cut-off grade of 400 cmg/t gold (the equivalent of 4 g /t over
one meter) highlighted below, 582,000 ounces of gold have been added to the
total measured and indicated resources (an increase of 8%) and 219,000 ounces
have been added to the inferred resources (an increase of 54%). The
aforementioned March 19, 2007 report of Messrs Stone and van der Heever,
supersedes a previously publicly filed report by Pooley A.D., Dodd D.,
Scheurenberg R.J., Siepker E. and van der Heever, G. J., Burnstone Gold Project
Pre-Feasibility Study  Area 1 dated November 1, 2004 but builds on a
previously publicly filed report by Siepker E. and van der Heever, G. J Report
on the Resource Estimate for the Burnstone Project, Mpumalanga Province of the
Republic of South Africa dated February 17, 2005. In their 2007 report Messrs
Stone and van der Heever have estimated the current mineral resources at
Burnstone, using a range of gold prices. These mineral resources are summarized
as follows.

|Cautionary Note to Investors Concerning Estimates of
      Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The following table uses the
      terms measured resources and indicated resources. We advise investors
      that while these terms are recognized and required by Canadian securities
      regulations (under National Instrument 43-101 Standards of Disclosure
      for Mineral Projects), the U.S. Securities and Exchange Commission
      does not recognize these terms. United States investors are cautioned
      not to assume that any part or all of mineral deposits in these
      categories will ever be converted into reserves. See Risk Factors.

---

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

Burnstone Project Mineral
      Resources  January 2007Category
    Cut-off (cmg/t)
    Tonnes
    Grade (g/t)
    Contained Gold (ounces)Measured
    350
    26,221,000
    8.99
    7,582,000400
    21,045,000
    9.69
    6,555,000Indicated
    350
    9,262,000
    4.53
    1,348,000400
    8,245,000
    4.28
    1,135,000Measured & Indicated
    350
    35,483,000
    7.83
    8,930,000400
    29,291,000
    8.17
    7,690,000


|Cautionary Note to Investors Concerning Estimates of
      Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|This section uses
        the term inferred resources. We advise investors that while
        this term is recognized and required by Canadian regulations, the U.S.
        Securities and Exchange Commission does not recognize it. Inferred
        resources have a great amount of uncertainty as to their existence,
        and great uncertainty as to their economic and legal feasibility. It cannot
        be assumed that all or any part of a mineral resource will ever be upgraded
        to a higher category. Under Canadian rules, estimates of Inferred Mineral
        Resources may not form the basis of economic studies, except in rare cases.
        Mineral resources that are not mineral reserves do not have demonstrated
        economic viability. None of the following mineralization has been demonstrated
        to be ore nor is considered to be a mineral reserve. Investors are
        cautioned not to assume that any part or all of an inferred resource exists,
        or is economically or legally mineable. See Risk Factors.

Burnstone Project Inferred
      Mineral Resources  January 2007Category
    Cut-off (cmg/t)
    Tonnes
    Grade (g/t)
    Contained Gold (ounces)Inferred
    350
      1,442,000
    12.94
    600,000400
    836,000
    15.18
    408,000


We anticipate that the remainder
of the drilling program will be completed during the June 2007 quarter, and the
results will be incorporated in the mining plan being prepared by Turgis
Engineering.

Future drilling will concentrate on
Area 4 which lies to the southwest of Area 1.

Presently, we are advancing the
first of a two stage development program, designed to take the Burnstone Project
to production in approximately two years subject to obtaining mining rights and
meeting other conditions. The current program, involving construction of a
decline and taking a bulk sample, is scheduled to be completed in approximately
12 months. There is no assurance that this target timing can be met.

The Burnstone Project is defined
by an 18 km long, north-westerly trending mineralized corridor developed within
the Kimberley Reef, one of four main gold-bearing units in the Witwatersrand
Basin. At Burnstone, the central portion of the gold corridor has been uplifted
by two north-westerly trending sub-parallel faults and as a result, a
significant portion of the deposit areas along the trend occur at relatively
shallow depths of 250-750 m. Our drilling has also revealed that several of the
gold-bearing areas, like Areas 1 and 4 mentioned above, are continuous, but are
referenced to describe different areas of focus for the ongoing drilling
program.

The primary analytical facility
for the Burnstone Project from 2003-2005 was SGS Lakefield Research Africa (Pty)
Limited and in 2006-2007, ALS Chemex was the primary laboratory. Both facilities
are located in Johannesburg, South Africa.

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Plan to Update Feasibility Report

The May, 2006 Burnstone
Feasibility Study was completed using conservative parameters. With the current
higher gold prices, we anticipate that more of the resources will warrant
mining. We are also currently reviewing the parameters used with the intent of
improving on methodologies and efficiencies. We expect that the mining plans
will be renewed after the completion of the current exploration program as the
additional resources outlined will need to be converted into reserves and the
mine scheduling adjusted accordingly. We anticipate that the new resource
statement will be completed by the end of June, 2007.

Conversion of Prospecting Rights

During October and November 2006,
all the old order prospecting rights held by Southgold comprising the title to
the Burnstone Project were converted into new order prospecting rights by the
DME. Our application for one new order prospecting right for a farm adjacent to
the Burnstone Project is currently pending. These rights give Southgold the
exclusive right to apply for and, subject to fulfilling certain statutory
requirements, including the approval of the DME, be granted mining rights in
respect of the minerals and the prospecting area of the Burnstone Project under
the MPRDA. The grant of a new order mining right, which will permit us to
develop the Burnstone Project, will depend on us meeting requirements under the
Mining Charter, including compliance with BEE requirements and the submission of
a satisfactory work program. We are currently targeting the late second quarter
of 2007 for submission of our application for a new order mining license and we
anticipate that our framework agreement with our BEE partner will be concluded
by that time.

Purchase of Surface Rights

We, through our subsidiary,
Southgold, purchased approximately 2,273 hectares of farmland to secure the
surface rights of the Burnstone Project. No land claims have been gazetted
against these properties in terms of the relevant legislation.

Black Economic Empowerment (BEE) Framework Agreement

On February 12, 2007, we, and our
proposed BEE partner, Tranter, and Gold Fields Limited (Gold Fields), signed a
heads of agreement contemplating a transaction whereby the net smelter royalty
with GFL Mining Services Ltd., a wholly-owned subsidiary of Gold Fields, would
be settled by our purchase of the net smelter royalty on the Burnstone Project
held by GFL for a cash payment of ZAR80 million plus VAT. Under this heads of
agreement:

- we (through Southgold) would pay Gold Fields ZAR80 million in full and
  final settlement of the sliding scale net smelter royalty in favour of Gold
  Fields subsidiary GFL Mining Ltd. in respect of the Burnstone Project;
- Gold Fields would pay ZAR80 million to Tranter of which ZAR70 million would
  be used as partial payment of the ZAR260 million required to acquire a 26%
  interest in the Burnstone Project;
- Tranter would retain ZAR10 million of the ZAR80 million received by Gold
  Fields for administration and funding of its broad based structure; and
- as one of the conditions precedent, the parties to the agreement would sign
  a definitive agreement by the target date of April 30, 2007 (which date was
  extended by agreement between the parties), although this date can be extended
  by the parties again, if necessary.

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On February 21, 2007, we and
Tranter concluded the framework agreement which we believe, if implemented, will
achieve compliance with the goals of the BEE legislation. Under the framework
agreement, Tranter would obtain the required 26% participation in the Burnstone
Project, in one of two ways:

- Tranter would either purchase approximately 19.94 million of our common
  shares for ZAR260 million (approximately US$35.13 million) (of which ZAR70
  million would be from the royalty settlement and the balance from other
  sources) or alternatively;
- Tranter would purchase at least 26% of our subsidiary Southgold for ZAR260
  million and thereby acquire an indirect 26% interest in the Burnstone Project
  only.

The framework agreement is
subject to the execution and negotiation of a number of related agreements and
is also subject to further conditions, including South African regulatory
approval, the approval of the relevant stock exchanges and Tranter securing the
requisite funding. It is unlikely to conclude for several months after the date
of this AIF. If the transactions contemplated by the framework agreement do not
successfully complete, then we will have to seek another way of achieving
compliance with the BEE requirements of the MRPDA, or face uncertain and
possibly adverse consequences. See Risk Factors.

Settlement with Southgold Shareholders

On July 27, 2006, we closed a
transaction whereby we settled all remaining obligations to the former
shareholders of Southgold under an option agreement dated November 5, 2002.
Pursuant to a settlement agreement dated May 26, 2006 between us and the former
Southgold shareholders, we issued 4 million common shares and 2 million common
share warrants (each warrant entitling the holder to purchase an additional
common share), in each case, at the ZAR equivalent of the original US$1.80
exercise price (being ZAR12.90 per share on February 15, 2007). The warrants are
exercisable for a two year period and are subject to an accelerated expiry if
the market price of our common shares is equal to or exceeds the ZAR equivalent
of US$3.60 (being ZAR25.80 on February 15, 2007) for 10 consecutive trading days
on the TSX. The warrant exercise price was originally denominated in United
States currency; however, we resolved by way of board resolution passed on
February 15, 2007 to allow the exercise to be effective in ZAR. The settlement
agreement, negotiated at arms length, extinguished certain additional
consideration that we would have been required to pay to the former Southgold
shareholders and settled all potential claims by the former Southgold
shareholders in connection with consideration that is intended to become payable
to us by our BEE partners under the framework agreement described above.

Casino Property, Yukon, Canada

Great Basin also holds the Casino
copper-gold property, located in the Yukon Territory, Canada. The Company
conducted exploration on the property in the 1990s. The Casino Property is not
considered by us to be a material property.

The Casino Property comprises 161
mineral claims, comprising 2,318 hectares (5,728 acres). Of these, two claims
are in good standing until 2011, five until 2010 and the remaining claims are in
good standing until 2009. During May 2000, the Company 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 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 to Lumina Copper Corp. ("Lumina", formerly
CRS Copper Resources Ltd.), subject to existing net profits royalty agreements
and the Wildrose option agreement on a portion of the Casino property. Under the
terms of the agreement, Great Basin granted Lumina an

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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 to July 15, 2007, subject to written notice and confirmation that the
terms of the Option have been met. Lumina was required to make interim option
payments to Great Basin at the time that Lumina is listed on a stock 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 relevant stock exchange. Lumina would issue
further warrants on each anniversary date thereafter to a maximum of warrants to
purchase 300,000 Lumina shares.

In June 2003, Lumina listed on
the TSX Venture Exchange and accordingly, the Company received a first tranche
of warrants to purchase 100,000 shares at an exercise price of $1.80 until May
23, 2005.

In May 2004, the Company received
a second tranche of warrants to purchase 100,000 shares at an exercise price of
$5.80 until May 21, 2006.

In March 2005, the Company
received from Lumina a third tranche of warrants to purchase 100,000 shares at
an exercise price of $9.22 until March 14, 2007.

In May 2005, Lumina completed a
statutory plan of arrangement to reorganize Lumina into four separate companies
(Regalito Copper Corp., Northern Peru Copper Corp., Lumina Resources Corp., and
Global Copper Corp.), of which all except Global Copper Corp. are listed on the
TSX. Pursuant to the terms of the Lumina plan of arrangement, upon exercise of
each warrant the Company will receive one common share of each of the four
companies. The exercise price remained unchanged.

On February 14, 2006 the Company
and Regalito Copper Corp. (Regalito), the successor company to Lumina, agreed
to cancel these warrants and replace them with warrants which have been
exercised and the underlying shares sold at a gain.

Also pursuant to the February 14,
2006 agreement, the Company and Regalito agreed that in the event, at any time
prior to March 14, 2007, the shares of Regalito are purchased by a third party
pursuant to a takeover bid or a similar acquisition for an amount greater than
$8.78 per share, Regalito will pay to the Company, the difference between such
price and $8.78 multiplied by 100,000.

Lumina has the right to conduct
exploration work on, or in respect of, the Casino Property at its cost, or to
make payments in lieu to keep the property in good standing during the period of
the Option. 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). 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.

In the event the Option is
exercised and a decision is made to put the Casino Property into commercial
production, Lumina agreed to pay Great Basin $1 million (plus applicable taxes)
within 30 days of that decision.

Property Particulars

|(1) | Hollister Property, Nevada, USA
|--- | -------------------------------

The Hollister property is held
100% by Great Basin through its subsidiaries although a portion of the property
is subject to an earn-in which, as described in Item 4, Great Basin intends to
buy-out for US$60 million. At December 31, 2006, the Hollister Property consists
of a total of 937 unpatented claims, covering over 32 square mi

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(69 square km), located on federal land administered by the
Bureau of Land Management (BLM), and as such, all claims are subject to annual
maintenance payments to the BLM and Elko County.

Acquisition Agreements

(i) Newmont Agreement

Pursuant to the terms of a
purchase agreement (the Ivanhoe Purchase Agreement) dated August 13, 1997,
between a subsidiary of Newmont, Newmont Exploration Limited, a Denver based
international mining company, 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 Hollister
property. RCGI later acquired Touchstone (for 2.75 million Great Basin shares),
which owned the other 25%, hence 100% of the Hollister 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 and 45 claims are subject to conditions under a lease
agreement with the Hillcrest/Finley River partnership (described next
paragraph).

The 45-claim Hillcrest/Finley
River claim block is under an 80-year lease from the Hillcrest/Finley River
partnership expiring October 27, 2080. This partnership retains an underlying
NSR of 2% and receives annual lease payments of $50,000 subject to increase. In
each 20-year renewal period the annual lease payments will be increased by
US$5,000. Newmont Mining Corporation holds an additional 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 Hollister 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 57 of the Hollister
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 -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.As of
the date hereof, we are still resolving some outstanding environmental issues
with Newmont before we request conveyance of the claims. Reclamation overruns
have now exceeded US$1.5 million and are now currently divided as 75% to Newmont
Mining Corporation and 25% to us, and such additional expenditures have not been
material over the last two years nor are they expected to become material (in
respect of pre-1997 conditions).

(ii) Other Hollister Acquisition Agreements

The Robbie claims, acquired under
a 15-year lease on June 8, 1999, comprise 107 claims. 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. The lease can
be renewed if there is commercial production on the Robbie claims before 2014.

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.

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

On July 13, 2001, the Company
acquired the Sheep Corral property, consisting of 65 unpatented lode mining
claims, under a Purchase Agreement between Pacific Spar Corp., GBGI and RCGI, a
wholly owned

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subsidiary of GBGI. RCGI made a payment of US$50,000 for
assignment of the Property. The claims adjoin the northwest corner of the
Hollister Property.

In 2004, the Company acquired the
13 Joe claims through staking, extending the Hollister property position to the
west. There are no royalties on the Joe claims.

(iii) 2002 Agreement with Hecla Ventures Corp.

In August 2002, Great Basin and
HVC finalized Earn-In and Joint Operating Agreements, whereby HVC could vest in
a 50% working interest in the HDB, an area within and constituting approximately
5% of the Hollister property, subject to a purchase price royalty in favor of
Great Basin, providing that HVC funds a US$21.8 million, two-stage, advanced
exploration and development program (or otherwise achieves commercial
production) and issues 4 million a share purchase warrants in HVCs publicly
traded parent company, Hecla, to Great Basin (of which 2 million have been
issued to date). Concurrent with the milestones that triggered Hecla warrants
being issued to Great Basin, Great Basin was to issue 2 million share purchase
warrants to HVC of which 1 million were issued to date.

The 2002 Earn-in Agreement, as
amended February 28, 2006, provided for a priority recovery of certain costs for
HVC from any pre-production gold ounces produced from the earn-in programs at
HDB, and it also provided for an ongoing royalty for Great Basin which was
dependent on the cash operating margin (as defined) for ounces after the first
50,000 ounces (or equivalent). The proceeds from the first 50,000 gold ounces
were to be distributed to HVC and Great Basin as follows: (i) one hundred
percent (100%) of any ounces recovered in connection with Stage I earn-in
activities, to HVC up to the aggregate of HVC's actual costs of Stage I Earn-in
Activities, not to exceed $21.8 million plus 15%, or $25 million, and (ii) all
other Stage I ounces and all of the ounces recovered in connection with Stage II
earn-in activities, as to fifty percent (50%) to each of Hecla and Great Basin.
All ounces produced after the first 50,000 ounces were to be distributed
according to the parties' participating interests (initially 50:50), subject to
the royalty in favor of Great Basin. There were only some 2500 ounces produced
in Stage I and Hecla had just started incurring Stage II costs on February 7,
2007 when the agreement for Great Basin to buy HVC was reached. Thus except for
the purchase agreement, HVC and Great Basin would have shared equally the
revenue and costs of the next 47,500 ounces and then the royalty would commence.
The royalty was $50 per ounce when the cash margin per ounce was between $100
and $200, and the royalty would increase by $0.50 for each $1.00 increase in
margin per ounce over $200.

Hollister Property, Location and Access

The Hollister Property is located
in Township 37 and 38 North, Range 48 East, Ivanhoe Mining District, Elko
County, Nevada.

The shortest access to the
Property is via the Interstate 80 freeway corridor by gravel roads, north of
Battle Mountain, for over a distance of roughly 50 miles (80 km). Battle
Mountain is the nearest town with full service facilities. The nearest mining
infrastructure is at the Dee Mine, located 8 miles (13 km) 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 km) to the east. Elko
is the support hub for mining operations on the Carlin Trend, and has a
well-developed transportation network (air, rail, and road), workforce pool, and
contractor service base (Figure 1).

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Figure 1. Hollister Property, Location and
Access(The Hollister Property was formerly knows as the Ivanhoe
Property)

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 mi (2.8 square km), 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 million and as required by the agreement,
the Company contributed 25% of the excess from 1999 to 2005. The 2006 invoice
has not yet been received but is not expected to be material.

Great Basin has access to explore
within the reclaimed areas, subject to Newmonts determination that such
activities do not interfere with reclamation. Newmonts consent has been
obtained expeditiously in all cases to date.

Property Geology

The Hollister Property is
situated near the northern end of the Carlin Trend, a northwest-trending
corridor of mines and mineral occurrences (Figure 2). The alignment of deposits
along the Carlin Trend resulted from a long-lived, deep-seated
northwest-oriented fracture system; hydrothermal systems emplaced gold into
receptive sedimentary and volcanic lithologies along the structural corridor.
Accordingly, the key ore controls for Carlin-type

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gold deposits are a combination of structural preparation and
favorable host rocks. Association with intrusive rocks is an important
geological factor in the occurrence of the Carlin Trend gold deposits.



Figure 2 Hollister Property and Carlin Trend(The
Hollister Property was formerly knows as the Ivanhoe Property)

Property geology includes
Ordovician sedimentary and mid-Eocene intrusive rocks that are covered by a thin
veneer of Miocene volcanic and volcano-sedimentary rocks. Structure (veins and
faults) is an important control of the mineralization; on the Hollister Property
this 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 previously mined 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 ft grading 32.54 oz.
Au/ton (0.7 m 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 when Great Basin acquired the property.

The Hatter Stock is a 39 million
year old biotite granodiorite intrusion. It has another significant, although
less well understood gold anomaly associated with it and the surrounding Valmy
Formation, similar to the Hollister area. Assays from younger crosscutting veins
in the Hatter intrusion include ten ft of 0.731 oz. Au/ton (3 m of 25.06 g
Au/tonne) and 20 ft of 0.736 oz. Au/ton (6.1 m of 25.23 g Au/tonne). The Valmy
rocks on the west flank of the

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stock host low-grade intercepts, such as 85 ft at 0.025 oz.
Au/ton (25.9 m 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 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. The deposit was placed into production in 1990. Mining from the
Hollister area USX pits produced 115,696 oz (3.6 million g) 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.

Great Basins exploration program
at Hollister has focused on locating high-grade gold deposits that are mineable
by underground methods. In general, exploration is 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 Midas discovery. The
comparison with Goldstrike is based on the similarity of: the size and tenor of
the gold anomalies in both the Hollister and Hatter areas; the mineralized
structures; the age of the rocks; and the association of mineralization with the
Hatter Stock.

Much of the drilling between 1998
and 2001 was done in the Hollister Development Block area (see below). Outside
of the immediate Hollister area, drilling in 2000 in the Velvet area located
1,400 ft (425 m) north of the Clementine vein system, encountered high-grade
gold mineralization in a new vein system. Rotary hole 204 returned 15 ft of 0.56
oz. Au /ton, (4.6 m of 19.20 g Au /tonne) including 5 ft of 1.04 oz. Au/ton (1.5
m of 35.65 g Au/tonne) in a banded quartz vein intersection in Valmy Formation
quartzites.

There is also evidence of
Carlin-style mineralization on the Hollister Property. The best exploration
potential is in lower plate rocks occurs at depths ranging from 5,000-6,000 ft
(1,525-1,830 m) in the silty carbonate host rocks of the Rodeo Creek, Popovich
and Roberts Mountain Formations. 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.
This deep hole (total depth of 6,940 ft [2,115 m]) 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 gold, silver, arsenic and antimony, although the
intersection is not of ore grade. The presence of this mineralization 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 in 2001-2002
resulted in the recognition of a second major structural trend on the Hollister
property. The north-northwest trend of the newly identified major fault
structures is the same as the principal ore-bearing structure at Ken Snyder
(Midas deposit) and other mines in north eastern Nevada. This new structural
trend provides potential to find significant, additional high-grade gold vein
systems.

To December 31, 2001, Great Basin
completed a total of 205,440 ft (62,620 m) of drilling in 216 holes. Of this,
202,575 ft (61,745 m) in 205 holes were drilled in the area now known as the
Hollister Development Block.

The Hollister Development Block,
comprises about 5% of the Hollister Property, hosts three main gold-silver vein
systems - Clementine, Gwenivere and South Gwenivere. An initial drilling program
by Great Basin at

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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-ft (7.6 -m)
spacing, Great Basins drilling crosscut high-grade intercepts in the northern
area of the deposit; for example, hole IH004 pierced a very high-grade vein zone
of 4.6 ft grading 11.13 oz. Au/ton and 103.4 oz. Ag/ton (1.4 m grading 381.6 g
Au/tonne and 3,545.17 g Ag/tonne) within a thicker interval of 10.6 ft assaying
4.96 oz. Au/ton and 47.8 oz. Ag/ton (3.23 m at 170.06 g Au/tonne and 1,638.87 g
Ag/tonne). Another intercept of 12.6 ft grading 1.64 oz. Au/ton and 39.0 oz.
Ag/ton (3.84 m at 56.23 g Au/tonne and 1,337.15 g Ag/tonne) was intersected
further down the hole.

The 1998 drilling program
encountered the first reported quartz-silver-selenide
(selenium-bearing)-electrum (gold-silver alloy) veining reported in the Valmy
Formation and the Hollister area. The first hole in the fence of drilling,
IH002, intercepted a very thick banded, brecciated (broken up) and distinctively
-textured fine grained 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. The similarities between Hollister and the
Midas deposit prompted Great Basin to design an exploration program to test for
lateral continuity of the newly discovered veins; significant results were
obtained in all four holes drilled.

Great Basin planned and
implemented a two-phase program in 1999 to test the newly interpreted and
defined multiple vein systems beneath the Hollister deposit; 59 holes totalling
47,830 ft (14,580 m) were drilled, resulting in the discovery and initial
delineation of the Clementine and Gwenivere high-grade gold-silver vein systems
over respective east-west strike lengths of 1,800 ft (550 m) and 1,000 ft (305
m).

In 2000, 143 additional holes,
totalling 141,830 ft (43,230 m) were drilled, outlining the Clementine system
over a strike length of 3,000 ft (915 m), and the Gwenivere system over a strike
length of 2,000 ft (610 m). A third system, called South Gwenivere, was also
discovered and traced over at least 500 ft (150 m).

In 2000-2001, Kappes, Cassiday
and Associates conducted metallurgical testwork on three representative
geo-metallurgical samples from the Hollister 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
Hollister could be processed to commercially acceptable metal recoveries.
Conventional crushing, grinding and Carbon-in-Leach 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.

In October 2001, Behre Dolbear
& Company Ltd. was retained by the Company to audit Great Basins internal
preliminary resource estimate for the high-grade epithermal gold-silver veins on
the portion of the property now known as on the Hollister Development Block.
Behre Dolbears work was supervised by James A. Currie, P.Eng., the independent
qualified person for the estimate.

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

|Cautionary Note to U.S. Investors concerning estimates of
      Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The following section uses
      the term inferred resources. The Company advises investors that while
      this term is recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission does not recognize them. Inferred
      resources have a great amount of uncertainty as to their existence, and
      great uncertainty as to their economic and legal feasibility. It cannot be
      assumed that all or any part of a mineral resource will ever be upgraded
      to a higher category. Under Canadian rules, estimates of Inferred Mineral
      Resources may not form the basis of economic studies, except in rare
      cases. U.S. Investors are cautioned not to assume that any part or
      all of an inferred resource exists, or is economically or legally
      mineable.

Inferred Mineral Resources  Hollister Development Block

|Cut-Off  |         |                     | Silver   |                         | Contained Silver
|-------- | ------- | ------------------- | -------- | ----------------------- | ----------------
|(oz/ton) | Tons    | Gold
      (oz/ton) | (oz/ton) | Contained Gold (ounces) | (ounces)        
|         |         |                     |          |                         |                 
|0.25     | 719,000 | 1.29                | 7.0      | 926,000                 | 5,033,000       

The cut-off for this preliminary
resource estimate was established by comparing it with other underground
deposits being mined on the Carlin Trend and also by examining the grade
distribution curve of the Hollister resource. A gold price of US$275/oz and a
silver price of US$4.40/oz were used for the preliminary assessment in 2002 that
showed that the positive economics, indicating that the cut-off was appropriate.

The preliminary assessment below
provides further details on the parameters used to establish 0.25 oz/ton cut-off
for the resource estimate.

Most activity since mid 2002 has
been conducted by Hecla on the Hollister Development Block. Under the earn-in
agreement, Hecla would advance the project through feasibility and, depending on
the results of the feasibility study, to production. Work toward this, beginning
with development of an initial access decline and underground drilling to
establish measured and indicated resources, and including other engineering and
environmental studies, is current underway. This work will also establish, among
other things, a more definitive cut-off grade for the project.

From August 2002-2004, the
majority of that work was directed toward gaining permits for the underground
exploration and development program. The Nevada Bureau of Land Management
announced a finding of No Significant Impact and Decision Record in March
2004.

The Hollister Development Block
program was fully permitted on May 7, 2004. Hecla received authorization for
physical work on August 20, mobbed to site and began physical work on September
15. The first portal blast occurred on October 22, 2004.

Recent Activity

2006 Preliminary Assessment

A Preliminary Assessment is
defined under CSA NI 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; therefore,
there is no certainty that the results indicated will be realized.

Minefill Services, Inc. was
commissioned to complete a review of project activities and update the
preliminary assessment of the Hollister Property in conjunction with Great Basin
Golds listing on the JSE Limited.

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

The updated study used same mineral resource estimate as
preliminary assessment that was done in a 2002 preliminary assessment; however,
it included a review and update of the mining method and rate, some new
information on metallurgical recoveries, updated mining, transportation and
processing costs, and revised long term metal prices.

The updated preliminary
assessment indicates robust returns for a 520-ton per day underground operation,
mining the high-grade gold-silver mineralization from the Gwenivere, Clementine
and South Gwenivere vein systems on Hollister Development Block. Key parameters
and results for 100% of the project are summarized below:

|HOLLISTER DEVELOPMENT BLOCK PROJECT                                 
|--------------------------------------------------------------------
|PRELIMINARY ASSESSMENT UPDATE AUGUST 2006                           
|US dollars, Gold price: US$450/oz and Silver price:
      US$7.00/oz
|                                                                    
|Inferred
      Mineral Resource                                     
|(0.25 oz/ton
      cut-off)                                         
|                                                                    
|Production
      Rate                                               
|                                                                    
|Recoveries                                                          
|                                                                    
|                                                                    
|Annual Production                                                   
|                                                                    
|                                                                    
|Life of
      Mine Production                                       
|                                                                    
|                                                                    
|Start up
      Capital Cost                                         
|Operating
      Costs                                               
|Mining                                                              
|Toll milling                                                        
|Trucking                                                            
|General
      & Administration                                      
|Sustaining
      capital                                            
|                                                                    
|Cash Cost                                                           
|Total Cost                                                          
|Life of
      Mine                                                  
|Payback                                                             
|Internal
      Rate of Return                                       
|Net Present Value (5% discount)                                     

**Undiluted1Gold
equivalent is calculated using the above gold and silver prices and the formula:
Au-eq oz == Au oz + (Ag oz * Ag price/Au price)

Sensitivity analyses conducted to
test the key assumptions (metal prices and capital and operating costs) show the
robustness of the project, returning a 60% IRR for metal prices of $400/oz for
gold and $6.00/oz for silver to a 95% IRR for metal prices of $500/oz for gold
and $8.00/oz for silver. The project returns were also shown to be relatively
insensitive to capital and operating costs: the IRR ranges from 62% to 97% for
variations in each of the capital and operating costs of +/- 20%. In addition,
the project NPV (at a 5% discount) varies from $87 million to $125 million for
variations in each of the capital and operating costs of +/- 20%. The
preliminary assessment was completed by David Stone, P.Eng., an independent
qualified person as defined by National Instrument 43-101. A technical report
has been filed on www.sedar.com.

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

Proposed Feasibility Study

In 2006, the following activities to
advance the HDB Project toward a feasibility study included:

- An infill drilling program and development of a geological resource model
  with a goal to establish measured and indicated resources;
- Underground test mining programs, including tests for split blasting,
  drifting and raising in the different vein systems;
- Rock mechanics investigations to assess the efficacy of backfilling and to
  test backfill materials;
- Mine planning, including evaluation of different options for a second
  underground access route (there is currently only one access decline);
- Assessment of underground water parameters and development of plans for
  dewatering and acquiring permits for dewatering;
- Evaluation of general infrastructure, mine services and transportation, in
  particular, shorter access routes;
- Completion of metallurgical test work and evaluation of ore treatment
  alternatives; and
- Development of the environmental and reclamation reports, and strategies
  for permitting that will factor into the overall project schedule.

Underground Development

From October 2004 to December
2006, a total of 7,477 ft of development has been done to provide underground
access and staging for underground drilling, test mining and bulk sampling
programs.

|Underground Workings Advance | 
|---------------------------- | 
|                             | 
|HEADING                      | 
|Portal                       | 
|Decline                      | 
|Lateral                      | 
|Diamond Drill Stations       | 
|Miscellaneous Openings       | 
|I-Drift                      | 
|Total Advance                | 

In 2006, 3,250 feet of
development was done, including 644 ft in I-drifts; 310 ft of I-drifting was
done on the Clementine veins and 334 ft on the Gwenivere vein.

Drifting and sampling along the
Gwenivere vein was completed in the first half of the year. The average grade of
the vein along 160 feet sampled is approximately 0.87 ounces of gold per ton
(29.8 grams gold per tonne) and 14 ounces of silver per ton (458 grams silver
per tonne) over an average width of 3.5 ft (1.08 m, undiluted).

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

Additional drifting on the
Gwenivere vein and the South and Central Clementine veins was completed in the
fourth quarter to generate a bulk sample for metallurgical and mill testing.
Approximately 5,000 tons of bulk sample was extracted and has been stockpiled on
surface prior to testing.



Figure 3 Plan View of Underground Development at Hollister
Development Block showing locations of I-Drifts and drill holes on the
Gwenivere and Clementine Veins

2006/2007 Drilling Program

Approximately 55,000 ft of
drilling was completed over the twelve month period ending February 2007. Drill
holes were spaced at 100 ft centers to fill in gaps between surface drill holes.
The underground drilling program was planned to increase confidence in the
resource outlined by surface drilling.

The drilling program was
successful. Drill holes intersected more veins than originally anticipated.
Correlation between surface and underground drilling helped to define the
continuity of these newly interpreted veins. On the north side of the lateral
development, two new veins have been defined over the entire strike length of
the known Clementine vein system. On the south side of the lateral, the
Gwenivere South veins were proven to be more continuous than originally
interpreted and two new continuous veins were confirmed.

Drilling on the Clementine vein
system defined an area in the western portion of the veins where the development
of the veins was not very robust. The top 100 to 200 ft of the vein on the
western end is hosted in predominantly siliceous quartzite. Here quartz veins
are not well developed and grades are accordingly lower than

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

expected. This is not a global phenomenon as other areas hosted
in quartzite have high grade intercepts in drill core with well developed
veins.

One important observation for the
Clementine veins is that a high grade chute exists within the veins that trends
easterly with a 30o plunge within the plane of the vein and is 100 to 300 ft
wide.

The outline for the feasibility
study was finalized during the quarter, and Hecla began the process of
identifying a consultant to review and compile the various studies to complete a
final report. Various engineering and environmental studies were ongoing as well
as a review of bonding and permitting requirements.

Surface Exploration

A CDN$3 million surface
exploration program was initiated by Great Basin Gold in August 2006. Targets
have been outlined by gold values in historical drill holes, known mineral
occurrences, favourable geology, or a combination of these factors.

A 75 km geophysical survey was
completed in the fall of 2006 to refine the targets prior to drilling. The
surface drilling program was delayed due to the shortage of drills available for
exploration work over the past year, but is now scheduled to begin in March
2007.

Sampling and Analyses

The following is a summary of the
sampling and analytical procedures for the samples taken in the exploration
decline by Hecla during 2004 and 2005 programs:

Samples collected from the
project are stored in a secured facility until delivered by Hecla personnel to
American Assay Laboratories (AAL) in Sparks, Nevada. Sample preparation consists
of drying and jaw-crushing the entire sample to 70% passing 10-mesh, taking a
300 g sub-sample using a Jones splitter, and then pulverizing the sub-sample to
120-mesh using a vertical spindle pulverizer. Gold and silver determinations are
by 2 assay-ton (60 g) fire assays and gravimetric finish. Laboratory QA/QC is
monitored using Hecla coarse reject blanks, Hecla assay standards, duplicate
fire assays as well as AALs internal standards and blanks. Two coarse reject
blanks (quartz vein material assaying nil-0.1 oz gold/ton), and the assay
standards are inserted by Hecla into the sample sequence as blind samples prior
to delivery of the samples to the laboratory. AAL inserts one assay standard and
one assay blank into the sample stream. Two of Heclas sample pulps, chosen at
random by AAL, are assayed in duplicate. QA/QC results were within acceptable
limits.

Plans for 2007

Hollister Development Block

The recommended program in the March 2007 technical report
recommends:

- Completion of the resource model based on the 55,000 ft drilling program
  (to February, 2007) and a new resource estimate.
- Assuming that measured and indicated resources are established, complete an
  initial feasibility study by end of second quarter 2007.
- The continuation of underground drilling to further delineate the vein
  deposits and also to do condemnation drilling in the area of the planned
  underground infrastructure.
- Continue with mine permitting activities.

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

- Continue with the establishment of surface infrastructure, e.g. power
  lines, haul roads, rapid infiltration basins, backfill plant, offices,
  warehouses etc.
- Purchase mobile equipment required for advanced pre-production work and
  production.
- Develop underground infrastructure.

A drilling program to follow up
on additional veins discovered during the 55,000-foot program has been
initiated. The 53,450 ft drill program, from the existing underground
infrastructure is aimed at obtaining data in any remaining gaps within the known
veins and to test areas outside known areas for more undiscovered veins.
Historical drill data from surface indicates anomalous intersections in the
vicinity of the planned drilling. The drilling is not essential to the
completion of the feasibility but will test immediate growth potential of the
currently defined resource.

The proposed budget is $43.8
million to cover all the work recommended for the described program that would
take place in 2007-2008.

Surface Exploration  Entire Property

Twenty-eight drill holes,
totaling 48,850 ft (14,890 m) are planned on the Hollister property. Of these,
11 holes, totaling 14,450 ft (4,400 m) are planned to test five targets within
the HDB and 17 holes, totaling 31,400 ft (9,570 m) are planned in four target
areas outside the HDB area.

|(2) | Burnstone Project, South Africa
|--- | -------------------------------

Property Agreements

Great Basin entered into an
option agreement dated November 5, 2002 (the Agreement) to purchase 100% of
Southgold, a privately held South African corporation that holds rights to
purchase part of the Burnstone Project. Great Basin exercised the option in two
tranches in April 2003 and January 2004, and, with the GFL-Randex rights
discussed below, now holds, other than as indicated below, a 100% interest of
the reserve category gold ounces and an approximately 94% interest of the
additional measured and indicated mineral resources in the area covered by the
Burnstone Project through its subsidiary Southgold with the remaining 6% under
option from Puma as described in Item. 4. Although Southgold's prospecting
rights cover the whole area of the Burnstone Project, Southgold holds less than
a 100% undivided interest in relation to certain of these prospecting rights.
However, to the best of our knowledge and belief, and after due and careful
enquiry, we are not aware of any third party having lodged an application in
respect of the remaining undivided interest in such prospecting rights. We are
currently in the process of taking steps to secure the remaining undivided
interest in such prospecting rights through applicable South African mining law
procedures. In the unlikely event of any applications having been lodged by any
third parties prior to securing our remaining interest through these procedures,
we intend taking any steps that may be necessary so as to acquire such remaining
interests should this in fact prove necessary at a later date, including the
possibility of entering into negotiations with such third parties.

Upon signing the Agreement the
Company paid US$1.25 million ($2,007,561) to the former Southgold Shareholders
and also agreed to conduct a US$1.5 million work program prior to April 30,
2003, which was completed. The Company exercised its option to purchase the
shares of the former Southgold Shareholders and completed the purchase of
Southgold by making payments of cash and Great Basin common shares and share
purchase warrants to the former Southgold Shareholders in two staged
tranches.

The Great Basin shares issued to
the former Southgold Shareholders pursuant to the two tranches and the
settlement agreement (described below) are subject to voting restrictions in the
Option to Purchase Agreement, pursuant to which the holders have undertaken to
vote with Great Basin management until the earlier of (i) April 30,

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

2008, or (ii) the time they dispose of such shares in
accordance with the Option to Purchase Agreement. The former Southgold
Shareholders are entitled to nominate two members to the Board of Directors of
the Company although only one currently serves on the Board (Mr. Cooke).

As described in Item 4, In July
2006, the Company settled all remaining potential obligations to the former
Southgold Shareholders under the Option to Purchase Agreement pursuant to a
settlement agreement dated May 26, 2006, and issued 4 million Great Basin common
shares 2 million Great Basin share purchase warrants. The agreement extinguished
certain additional consideration that the Company had to pay the vendors based
on the number of gold ounces independently estimated for the Burnstone Project
in a feasibility study , and also settled any potential claims by the Southgold
vendors in connection with their entitlement to a share of the consideration
that could become payable to the Company by a BEE partner as part of the
anticipated arrangements whereby the BEE partner would acquire an interest in
the Burnstone Project as contemplated by BEE legislative initiatives in South
Africa.

The Company's mineral rights,
other than those acquired from GFL and Randex (discussed below), were held under
option with "old order" mineral right holders, the State, or Municipalities. The
Company has converted the "old order" rights to "new order" rights. Certain of
the mineral right options were later amended to extend the options and it was
acknowledged that the Mineral and Petroleum Resources Development Act was likely
to become effective during the existence of the options. The amendments also
provided that should the mineral rights lapse during the period of the options
so that the Company is not able to exercise the option to purchase the mineral
rights, the Company would nevertheless pay the purchase price should a mining
right be granted to the Company by the Department of Minerals and Energy over
these properties. The potential purchase price was originally estimated at the
time of listing on the JSE to be ZAR4,901,885, but is now estimated to be
ZAR7,716,715 (approximately $1,275,573) for all rights granted to date.

In October 2003, pursuant to a
prospecting agreement (the Prospecting Agreement) dated October 17, 2000
between GFL Mining Services Limited (GFL), Randex Limited (Randex), and
Southgold, Southgold elected to purchase certain mineral rights held by GFL and
Randex totalling 11,563 hectares within the Burnstone Project which were not
covered under Southgold's then-existing rights, for ZAR 35 million ($6,695,598)
subject to a NSR ranging from 1% to 2% (tiered to the gold price), and payable
to GFL. The Company funded Southgold's purchase of these rights.

The application for the granting
of one new order prospecting right adjacent to the Burnstone Project is still
pending. The prospecting rights for the Burnstone Project cover an area of
approximately 30,000 hectares.

As described in Item 4, in
February 2007 we entered into a financial agreement to achieve compliance with
BEE legislation. The definitive agreements in furtherance of the framework
agreement are currently in progress and unlikely to be completed and finalized
for a number of months.

Access, Climate and Physiography

The Burnstone Project is located
about 80 km (50 mi) southeast of Johannesburg and just east of Balfour, in the
Mpumalanga Province of the Republic of South Africa (Figure 4). The property is
situated in a physiographic region known as the South African Highveld, lying at
an altitude of 1,670 m (5,480 ft). Topographic relief in the area is primarily
gently rolling grassland terrain. The area has a mild climate, with about six
weeks of chill and frost in mid-winter (July-August). Due to the relatively high
altitude the winter nights can be cool. The rainy season occurs during the
summer and drought conditions usually prevail in winter. Summer rainstorms can
be intense and hailstorms also occur.

The project is located close to a
major highway; several roads cross the property, which access 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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| |  36  | Annual Information Form and Form 40-F
| | ------ | -------------------------------------



Figure 4 Geology of Witwatersrand Basin and Location of
Burnstone Project

Mineral Rights Holdings

Southgold and Great Basin have
been actively securing additional land holdings in the area, and divesting their
interest in lands of little geological merit. As a result, the property now
encompasses approximately 30,000 hectares (85,633 acres).

The project is situated on
portions of 32 farms, including portions of 6 farms that are contiguous over the
Area 1 (Rietbult Estates 505 IR, Vlakfontein 556 IR, Brakfontein 513 IR,
Vankolderskop 547 IR, Balfour 557 IR, and Bantoedorp 555 IR) and Area 2
(Vankolderskop 547 IR, Dagbreek 551 IR, Rietvalei 546 IR, Rustfontein 548 IR,
Springfontein 549 IR, Vlakfontein 556 IR, Brakfontein 513 IR, and Vankolderskop
550 IR) deposits, as shown in Figure 5.

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

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



Figure 5 Burnstone Mineral Rights Ownership

---

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

*The right to explore and acquire mineral rights on portions
of the farm Doornhoek 577 is optioned to us until June 21, 2007 and requires
that we pay an option exercise price of US$8 per ounce of the estimated total
gold content on these portions as determined by an independent study. We believe
these farms represent approximately 435,000 of the ounces in the additional
measured and 29,000 of the ounces in the additional indicated categories at
Burnstone, using a 400 cmg/t cut-off.

Property Geology

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

The Witwatersrand deposits
probably represent gold concentrations, called placer deposits (or reefs, in
local mining terminology), hosted by within coarse-grained sediments
(conglomerates) deposited in braided stream channels on broad river plains.
Economic gold concentrations commonly extend for several km down the dip, and
for up to 50 km (30 mi) along strike of the sedimentary rock units. Gold occurs
as detrital grains in nugget-like shapes and secondary (re-crystallized) grains,
ranging in size between 0.005 and 0.5 mm diameter.

The Witwatersrand Basin has been
affected by several structural events. Many studies now differentiate between
deformation that was taking place during deposition of the Witwatersrand
sediments and subsequent deformation. Deformation that occurred during the
deposition of the sediments played a key role in the distribution and thickness
of the host rocks as well as the occurrence of the gold-bearing reefs. Later
faulting and buckling of the sequence determined which parts of the basin
remained buried, and the depths to mineable horizons.

The South Rand area is located in
the north eastern part of the Witwatersrand Basin. In the South Rand, the
Witwatersrand sequence is thinner than in other parts of the Basin. The West
Rand Group, comprising about 1,500 m (4,920 ft) of alternating quartz arenite
and shale units, unconformably overlies the Archaean granite-greenstone basement
rocks. The overlying Central Rand Group strata are approximately 900 m (2,950
ft) thick and include the Kimberley Reef horizon, which is the main gold-bearing
unit on the Burnstone Project. The Johannesburg Subgroup, including the Bird
amygdaloidal lava and the Kimberley shale, is about 300 m (985 ft) thick. The
Turffontein Subgroup is approximately 600 m (1,970 ft) thick and is made up of a
sequence of quartz arenites and conglomerates that correlate with the Elsburg
Formation.

An 18-km (11-mi) long
northwest-southeast gold trend has been outlined on the Burnstone Project that
appears to be associated with a large braided channel system extending over the
property. Drilling has also shown that two northwest-southeast trending
sub-parallel faults, spaced four kilometres apart, have uplifted the central
portion of the gold corridor. As a result, a substantial portion of the
gold-bearing horizon along the main deposit trend lies between 250 and 750 m
(820-2,640 ft) in depth, which is relatively shallow for Witwatersrand gold
deposits. The average thickness of the reef is 35cm.

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 1960s 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 were also drilled by Anglovaal Mining Limited.

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

Southgold acquired the Rietbuilt
Estates ground in 1999, and then acquired Gold Fields Burnstone Project and the
related Avmin ground in 2000. In 2000, Southgold acquired a significant number
of surrounding properties that were held by private individuals. Eighteen
boreholes were drilled by Southgold between 1999 and July 2002. Prior to August
2002, Southgold commissioned Global Geo Services (Pty) Ltd to estimate the
mineral resources of Area 1 and 2, located in the north-central part of the
property.

In August 2002, Great Basin
commissioned GeoActiv (Pty) Ltd to complete a geological review of the project
and resource estimates for Area 1 and 2, and Behre Dolbear & Company to
review the engineering considerations for the Burnstone Project. The Mineral
Corporation completed a Scoping Study of the Burnstone Project Area 1.

Great Basin acquired the right to
purchase Southgold in November 2002 and commenced a drilling program in January
2003. Great Basin drilled approximately 65,190 m (214,000 ft) in 101 master
holes and deflections on the property in 2003. Thirty holes were drilled at Area
1 from January-April, and expenditures met Great Basins initial US$1.5 million
commitment. 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, and Behre Dolbear estimated the Area 1 mineral resource in
June 2003.

From July to December 2003, two
phases of drilling were done and engineering studies for underground development
of the Area 1 deposit were initiated. Fifteen holes were drilled in Area 1, 42
holes in Area 2 and 14 holes in Area 3, located south-east of Area 2. The Area 1
drilling program focused on defining the location of faults in the deposit. Area
2 drilling was to further define and delineate the gold deposit so that it could
be incorporated into the development planning underway on Area 1. Drill holes in
Area 2 were spaced at 400-1,000 m (1,310-3,280 ft) over an area of 3.5 km by 3
km (2.2 mi by 1.9 mi). At Area 3, holes were mainly drilled at 300 m (985 ft)
spacing along two fences, 500 m (1,640 ft) apart.

The 2004 program in Area 1
focused on refining the location of structures, and decreasing the drill spacing
in portions of the deposit The Area 2 deposit was drilled at a spacing of
350-700 m (985-2,300 ft) over an irregular area of 3 km (1.9 mi). In June 2004,
the Company announced updated resource estimates for Area 1 and Area 2 based on
drilling to April. In Area 1, estimated measured and indicated resources were
29.2 million tonnes grading 5.73 g/t, containing 5.4 million ounces of gold at a
350 cmg/t cut-off were used as the basis for the pre-feasibility study for Area
1, completed in November 2004.

The Pre-feasibility indicated
that an underground mine developed at Area 1 could produce an average of 236,000
oz of gold, annually, over a 12-year mine life. All monetary units were in 2004
US$ and South African Rand (ZAR), with ZAR:US$ exchange ratio of 7:1. At a gold
price of US$375/oz, the pre-tax and 100% equity-financed economic model
forecasted the net present value (NPV) at a 5% discount of US$175 million and an
internal rate of return (IRR) of 24% for an underground operation utilizing a
conveyor system. The estimated capital cost was US$92 million to commencement of
milling (inclusive of capitalized operating costs), with a payback of 4.5 years
from the start of milling. The average cash cost to produce an ounce of gold was
estimated to be US$187/oz.

From January 2003 to October
2004, Great Basin drilled 125,000 m (410,100 ft) of NQ core in 193 drill holes
in Areas 1-4. This work revealed that gold-bearing areas 1-4 are all part of one
gold deposit, with several areas of gold concentration; hence, all of the
mineral resources are tallied together. A resource estimate was announced in
February 2005 that was superseded by an estimate in December 2005, done in
conjunction with the Burnstone Feasibility Study, further detailed below under
Estimates of Mineralization.

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

Sampling and Analysis

Historical Drilling

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 and numerous drill hole collars were surveyed by
qualified surveyors.

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.

Great Basin Drilling

Between January 2003 and December
2004, Great Basin completed 193 primary boreholes and 611 wedged holes on main
gold trend on the property. Sixty primary holes and 179 wedged holes were not
assayed, and 13 of the primary holes had been abandoned. Prior to the 2004
program, an average of three deflections were drilled from each primary hole, to
increase the sampling of the Kimberley Reef in each location. The 2004 program
included 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. In 2005, the Company drilled an additional five holes,
totalling 4,754 m (15,597 ft), on the main Burnstone gold trend and 36 short
holes, totalling 3,484 m (11,430 ft), in the area of the old Roodepoort-Kildare
mine.

Drill core was boxed at the drill
and shipped daily to the secure logging facility at Balfour, South Africa. At
Balfour, the drill core was photographed, geologically logged and selectively
sampled. A detailed protocol established by GeoActiv (Pty) Ltd. was used to
ensure sampling of the primary target Kimberley Reef rock cores was done
correctly and the pertinent sampling information recorded for resource analysis
studies. Digital photographs were taken of each box of core and the images
archived on CD-ROM.

Core recovery is generally very
good, averaging 99.7% for the sampled intervals, 97.6% of which have 100%
recovery. In addition to this, numerous specific gravity measurements were taken
prior to sampling from marked intervals in the Kimberley Reef and surrounding
wall rocks.

Samples are shipped to SGS
Lakefield Research Africa (Pty) Limited (SGS) of Johannesburg, South Africa for
sample preparation and analysis. SGS analysed triplicate 50 g samples lead
collection fire assay with Atomic Absorption Spectrometry (AAS) or Gravimetric
finish. Silver is analysed by AAS; sulphur by Leco Furnace; Uranium by X-Ray
Diffraction and trace elements by Total Digestion ICP-OES. Acme Analytical
Laboratories Ltd. (Acme) of Vancouver, Canada analyzed the check samples.
Overall, the results are good, lending credence to the accuracy of the
analytical results.

Quality Control

Samples are placed in bags and
sealed with numbered Pull-Tite chain of custody security seals and stored in a
locked and secured Southgold building prior to deliver to the analytical
laboratory. In addition to the regular mainstream samples, quality
control/quality assurance (QAQC) samples were inserted in the sample stream by
GeoActiv at Balfour for preparation and analysis at the analytical laboratory.
Standard reference samples were inserted as pulps, and blank samples (taken from
the overlying drab quartzite) were inserted as half core splits within

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

the regular sample number sequence. The identities of the
standards and blanks were not revealed to analytical laboratory. Duplicate
samples were selected and shipped to a second laboratory for analysis.

Security of Samples

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.

Recent Exploration

2006 Feasibility Study

Positive results were received
from a Feasibility Study of Area 1 of the Project in May 20061. The
Study used measured and indicated mineral resources outlined by drilling on the
Burnstone Project to December 2005 which, at a 400 cmg/t cut-off, are 29.0
million tonnes grading 7.63 g/t, containing about 7.1 million ounces. Of these,
19.8 million tonnes grading 9.22 g/t are measured and 9.2 million tonnes grading
4.20 g/t are indicated. These Mineral Resources include the Mineral Reserves in
the Table below.

The Proven and Probable Mineral
Reserves (tabulated below) are fully diluted and take into consideration all
mining factors, and are stated according to Canadian standards. The average reef
channel width is of the order of 35 cm. As it is not possible to mine at these
widths a stope width of 90 cm has been applied, where the reef channel width is
higher that 90 cm then stope widths applied are also higher to suit. Additional
dilution has been applied for planned and unplanned dilution. Planned dilution
is added to account for development of access ways within the narrow ore body
and is equivalent to 11 cm of additional mining height. Unplanned dilution is
added to account for falls of ground, poor mining practice, etc an estimate of
10 cm of additional mining height across the ore body has been allowed for this.
The total effective mining height or tramming width is therefore 111 cm. Of
this 111 cm tramming width the reef width of 35 cm makes up 31.5% of the
tonnage, the additional 55 cm to make up the stope width accounts for 49.5% of
the tonnage, planned dilution accounts for 10% and unplanned dilution 9%.

Key parameters and results of the Study on a
  100% Project basis are tabulated below.

Burnstone Project  May 2006 Feasibility
      Study Results Pre-tax results, Gold Price of US$450/oz, 100%
      ownership and 100% equity finance ZAR/US$ exchange rate of ZAR7.00 =
      US$1.00Proven & Probable Reserves (4 g/t cut-off)
    15.9 million tonnes grading 4.65 g/t**,
      containing 2.4 million ouncesGold recovery
    95%Annual gold production
    214,000 ounces at full productionLife of mine gold production
    2.26 million ouncesMine life
    14 years including 4 years pre-productionFull Employment
    2,000 people


___________________________________1 Geology and
mineral resources were prepared for the Feasibility Study by H Meadon,
Pr.Sci.Nat., HM Exploration CC, and GJ van der Heever, Pr.Sci.Nat., GeoLogix
Mineral Resource Consultants (Pty) Ltd. Mineral Reserves, mine planning and
design aspects were developed by Turgis Consulting (Pty) Ltd., under the
supervision of AD Pooley, Pr.Eng. Mill process and plant design work was done by
MDM Ferroman, and metallurgical testwork by Mintek Laboratories, all under the
supervision of David Dodd, SAIMM. Environmental & permitting, tailings,
water supply and infrastructure studies were conducted by Knight Piesold (Pty)
Ltd. and subcontractors, under the supervision of Joanna Goeller, Environmental
Impact Assessment Practitioner and R.J. Scheurenberg, Pr,Eng., of Knight
Piesold. Compensation and benefits recommendations and social and human
resources aspects were mainly developed by Remchannel (Pty) Ltd. and Naledi
Development (Pty) Ltd., respectively. The financial analysis was completed by
Minefill Services, Inc., under the supervision of David Stone, P.Eng. The
compiled data was provided to Behre Dolbear & Company to complete a review
and the 43-101 feasibility report. Work by Behre Dolbear was completed by Derek
Rance, P.Eng.

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

Burnstone Project  May 2006 Feasibility
        Study Results 
        Pre-tax results, Gold Price of US$450/oz, 100% ownership and 100% equity
        finance 
        ZAR/US$ exchange rate of ZAR7.00 = US$1.00CAPITAL COSTS
      ZAR (millions)
      US$ (millions)Mine
      800
      114.3Mill
      160
      22.8Tailing & Rock Storage
      38
      5.3Main Water supply
      15
      2.1Total
      1,013
      144.5OPERATING COSTS
      ZAR/t milled
      US$/t milledMining
      215.09
      30.73Milling
      33.36
      4.77Administration
      2.00
      0.29Community
      3.78
      0.54Social Costs
      2.18
      0.32Total
      256.41
      36.65 (rounded)CASH COSTS
      ZAR/kg
      US$/ozMine Site Costs
      57,256
      254.42All-in Costs
      72,714
      323.11PRE-TAX CASH FLOW
      ZAR (millions)
      US$ (millions)Average annual
      183
      26Life of Mine
      2,006
      287FINANCIAL RESULTS
      ZAR (millions)
      US$ (millions)Net Present Value (5% discount)
      972.3
      138.9Internal Rate of Return
      18.3%


Sensitivity analyses done on
several of the key parameters for the Project indicate a robust financial result
for the project, which is more sensitive to changes in exchange rate and gold
price than to changes in capital and operating costs.

Mine Plan

The Feasibility Study mine plan
mainly is based on the mineral resources in the portion of the deposit
previously known as Area 1. This is considered a first phase mine plan. Later
development of additional mineral resources is expected.

The Feasibility Study recommends
flexible, mechanized materials handling and conventional narrow reef underground
mining, utilizing a combination of decline and vertical shaft for access.
Development will occur in two phases. A 4.5 -m wide by 4.8 -m high decline will
be developed, first, to enable early access to allow a 26,000 tonne bulk sample
to be extracted and processed. Secondly, a 7.5 -m diameter vertical shaft will
be developed and commissioned. For full production, men and equipment will use
the decline for access and the shaft will be used for hoisting ore and mine rock
to surface. Full employment would entail approximately 2,000 people.

The Burnstone processing plant
has been designed with a nominal capacity of 125,000 tonnes per month, and
consists of conventional crushing, semi-autogenous grinding and ball milling,
followed by gravity separation and carbon-in-leach treatment prior to gold
refining. Expected metallurgical recovery is 95%, with 2.2 million ounces
expected to be recovered over the 14 year mine life.

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

Underground Development

Following the receipt of the
Feasibility Study, the Company immediately initiated the process to secure
permits and begin site preparation for the exploration decline.

Great Basin Gold started the
first phase of the development program recommended in the May 2006 Feasibility
Study with the establishment of infrastructure on site to facilitate decline
development. On July 7, 2006 the portal construction began and on August 11,
2006 the decline development commenced. Site offices, warehouses, settling
ponds, power lines and water feed systems are in place. The decline has been
excavated to 550 m in length.

Recent Drilling

Outlying Areas

From March 2005 to August 2006
exploration focused on exploring the other areas or potential within the greater
option area. These areas include the farms Roodepoort 598IR, Rietfontein 561IR
and Rietbult Estates 505IR where the Kimberley Reef outcrops and some historic
mining had been done, as well as the Kimberley Reef, Bird Reef and Scattered
Reef zone on Roodepoort 598IR. Work included surface mapping, drilling some
shallow (vertical and incline) core holes, trenching, surface and underground
sampling and auger sampling over tailings dump areas. Thirty-six core holes were
drilled to August 2005 and a further 21 holes to August 2006, on the Roodepoort
and Rietfontein farms with mixed results. No material resources were defined.

Resource Area

From August 2006 to January 2007,
an additional 15 drill holes were completed to increase confidence levels in the
Resource Area (particularly, Area 1 and Area 2) to increase resources and
reserves. The mineral resources for the project were updated, based on the
results from the initial nine holes from that program, and announced in January
2007.

Estimates of Mineralization

|Cautionary Note to U.S. Investors concerning estimates of
      Measured and Indicated Resources                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                           
|This section use the terms
      measured resources and indicated resources. The Company advises
      investors that while those terms are recognized and required by Canadian
      regulations, the U.S. Securities and Exchange Commission does not
      recognize them. U.S. Investors are cautioned not to assume that any part
      or all of mineral deposits in these categories will ever be converted into
      reserves.

|Cautionary Note to U.S. Investors concerning estimates of
      Inferred Resources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|This section uses the term
      inferred resources. The Company advises investors that while this term
      is recognized and required by Canadian regulations, the U.S. Securities
      and Exchange Commission does not recognize them. Inferred resources have
      a great amount of uncertainty as to their existence, and great uncertainty
      as to their economic and legal feasibility. It cannot be assumed that all
      or any part of a mineral resource will ever be upgraded to a higher
      category. Under Canadian rules, estimates of Inferred Mineral Resources
      may not form the basis of economic studies, except in rare cases. U.S.
      Investors are cautioned not to assume that any part or all of an inferred
      resource exists, or is economically or legally mineable.

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

|Burnstone Project Mineral Resource Estimate
      Update | 
|-------------------------------------------------------- | 
|January 2007 at 400 cmg/t cut-off                        | 
|                                                         | 
|Category                                                 | 
|Measured                                                 | 
|Indicated                                                | 
|Measured & Indicated                                     | 
|Inferred                                                 | 

|* | Included in the table are approximately 435,000 ounces in
      the measured category and 29,000 ounces in the indicated category which
      relate to lands referred to as Doornhoek IR and are optioned to Southgold,
      Great Basin's wholly-owned subsidiary, until June 21,
  2007.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Plans for 2007

Additional drilling is
recommended to the southwest of Area 1 (Area 4). Approximately 15,000 m is
planned to be drilled at 600 m centres with the objectives of expanding the
known resources and identifying new areas of interest at a cost of ZAR15,000,000
(C$2.4 million).

The two stage underground access
and development program will continue. The planned decline will be 2,180 m when
completed. The bulk sample program is scheduled for completion in the second
quarter of 2008.

|(3) | The Casino Property, Yukon Territory,
      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 wrote down the property to a nominal carrying value
of $1.00. Great Basin has entered into option agreements regarding a portion of
the Casino Property (see Property Agreements).

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 300 km (190 m) northwest of
Whitehorse, the capital of Yukon Territory, Canada at an elevation of 1,200 m
(3,935 ft) above mean sea level in the Dawson Range. The Alaska Highway is 120
km (74 mi) to the southwest and the Klondike Highway is 105 km (65 m) to the
east. Access to the Casino Property is by wheeled aircraft to the existing
property landing strip; via a 225-km (140-mi) winter tote road from Burwash
Landing on the Alaska Highway; or via river barge along the Yukon River from
Dawson City (200 km or 125 mi). 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). Of these, two claims
are in good standing until 2011, five until 2010 and the remaining claims are in
good standing until 2009.

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

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| |  45  | Annual Information Form and Form 40-F
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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 km (0.386 square mi) 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 m
(15,515 ft) 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
50,530 m (165,785 ft) of drilling in 107 test holes on a systematic grid layout
at 100-m (330 ft) centers over a portion of the Casino Property. The drilling
program confirmed that the Casino deposit measures approximately 790 m (2,600
ft) north-south, 1,280 m (4,200 ft) east-west, and averages 355 metres (1,160
ft) thick. Overburden, averaging 7.9 m (26 ft) thick, overlies an oxide gold
zone that averages 70 m (230 ft) in thickness. Underlying the copper leached
gold zone is a copper enriched supergene blanket averaging 60 m (195 ft) thick.
A primary gold-copper-molybdenum mineralized hypogene zone, averaging 230 m (760
ft) 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 18,040 m (59,180 ft) 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 68,565 m (224,950 ft) 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 a large mineral resource. The resource was estimated in May 1995
and therefore should be considered a historical resource estimate as defined
under National Instrument 43-101.

Details on the sampling and
analytical programs undertaken by the Company during exploration programs in the
1990s are described in the Companys 2003 Annual Information Form, filed at
www.sedar.com.

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

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. Great Basin has not
encountered any unusual environmental concerns for the Casino Property. To date,
the Casino Property has not been affected by any Aboriginal land claims.

|ITEM 6. | RISK FACTORS
|------- | ------------

An investment in our securities
is highly speculative and subject to a number of risks. A prospective purchaser
of our securities should carefully consider the information described in this
AIF.

General Mining Risks

There is no assurance that our mineral resources will ever
be classified as reserves under the disclosure standards of the Securities and
Exchange Commission.

The mineralized material at our
properties is currently classified as a measured and indicated resource, and a
portion of it qualifies under Canadian mining disclosure standards as a proven
and probable reserve, but no part of any of our properties mineralization is
yet considered to be a reserve under United States mining standards, as all
necessary mining permits would be required in order to classify the projects
mineralized material as an economically exploitable reserve.

The exploration for and development of mineral deposits
involves significant risks.

Mineral resource exploration is a
speculative business and involves a high degree of risk. There is no known body
of commercial ore at the Hollister Property, but we have a feasibility study
that outlines mineral reserves at the Burnstone Project. The exploration for and
development of mineral deposits involves significant risks, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
Although the discovery of an ore body may result in substantial rewards, few
explored properties are ultimately developed into producing mines. Significant
expenditures may be required to locate and establish ore reserves, to develop
metallurgical processes and to construct mining and processing facilities at a
particular site. It is impossible to ensure that the current exploration
programs planned by us will result in a profitable commercial mining operation.
Significant capital investment is required to achieve commercial production from
successful exploration efforts.

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

The figures for mineral resources
included herein are estimates and no assurance can be given that the anticipated
tonnages and grades will be achieved or that the indicated level of recovery
will be realized. Market fluctuations and the prices of metals may render
resources uneconomic. Moreover, short-term operating factors relating to the
mineral deposits, such as the need for orderly development of the deposits or
the processing of new or different grades of ore, may cause a mining operation
to be unprofitable in any particular accounting period.

The significant risks of mineral
exploration to which we are subject include risks relating to exploratory
drilling. Due to the worldwide upturn in the mineral exploration industry, it
has become more difficult for

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

companies exploring for minerals to secure drilling rigs and
drilling personnel on a timely basis. In addition, costs relating to exploratory
drilling are currently rising. We may not be able secure drilling contractors,
rigs and personnel during our desired time periods and at our expected costs.

Our properties have not produced any commercial reserves or
ore body.

Ourmineral projects,
including the Hollister Property and the Burnstone Project, are in the
exploration stage as opposed to the development stage and there is no known body
of commercial ore at the Hollister Property, but we have a feasibility study
that outlines mineral reserves at the Burnstone Project. Although we believe
that the available exploration data is encouraging regarding these properties,
there can be no assurance that a commercially mineable ore body exists or is
extractable on any of ourproperties. There is no certainty that any
expenditure made in the exploration of ourmineral properties will result
in the discovery or extraction of commercially recoverable quantities of ore.
Such assurance, for the Hollister Property in particular, will require
completion of a feasibility study and, possibly, further associated exploration
and other work that concludes that a potential mine at each of these projects is
likely to be economic. In order to carry out exploration and development
programs of any economic ore body and place it into commercial production, wewill be required to raise substantial additional funding.

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

Our business is dependent on the
price of gold (for the Burnstone and Hollister projects), which is affected by
numerous factors beyond ourcontrol. Factors tending to put downward
pressure on the price of gold include:

- Sales or leasing of gold by governments and central banks;
- A strong U.S. dollar;
- Global or regional recession or reduced economic activity;
- Speculative trading; and
- Decreased demand for industrial uses, use in jewellery or investment.

If gold prices were to decline
significantly for an extended period of time, we might be unable to continue
with the exploration and development of our properties or fulfill our
obligations under our agreements or under our permits or licenses. As a result,
we may lose our interest in or be forced to sell some of our properties.

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

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

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

In the course of exploration,
development and production of mineral properties, several risks and, in
particular, unexpected or unusual geological or operating conditions, may occur.
It is not always possible to fully insure against such risks, and we may decide
not to take out insurance against such risks as a result of high

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

premiums or other reasons. Should such liabilities arise, they
could reduce or eliminate any future profitability and result in an increase in
costs and a decline in the value of oursecurities.

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

Risks More Specifically Relating to the Hollister
Property

Investors should not place undue reliance on the preliminary
(economic) assessment prepared for the Hollister Development Block

The Preliminary Assessment for
the Hollister Development Block was prepared to broadly quantify the projects
capital and operating cost parameters and to provide guidance on the type and
scale of future project engineering and development work that will be needed to
ultimately define the projects likelihood of feasibility and optimal production
rate. It was not prepared to value the project, nor should it be considered to
be a pre-feasibility study. The capital and operating cost estimates which were
used have been developed only to an approximate order of magnitude based on
generally understood capital cost to production level relationships, and they
are not based on any systematic engineering studies, so the ultimate costs may
vary widely from the amounts set out in the Preliminary Assessment. This could
materially and adversely impact the projected economics of the project. As is
typical at this stage of a project, data is incomplete, and estimates were
developed based solely on the expertise of the individuals involved, as well as
the assessments of other persons who were involved with previous operators of
the project. At this level of engineering, the criteria, methods and estimates
are very preliminary and result in a high level of reliance on subjective
judgment.

The following are the principal
risk factors and uncertainties which, in managements opinion, are likely to
most directly affect the conclusions of the Preliminary Assessment and the
ultimate feasibility of the project. The mineralized material at the project is
currently classified as inferred resources and is not reserves. The mineralized
material in the Preliminary Assessment is based only on the resource model
developed by Behre Dolbear and Company in October 2001(and filed as part of a
May, 2002 report at www.sedar.com). Considerable additional work, including
in-fill drilling, additional process tests, and other engineering and geologic
work will be required to determine if the mineralized material is an
economically exploitable reserve. There can be no assurance that this
mineralized material can become a reserve or that the amount may be converted to
a reserve or regarding the grade thereof. Final feasibility work has not been
done to confirm the mine design, mining methods, and processing methods assumed
in the Preliminary Assessment. Final feasibility could determine that the
assumed mine design, mining methods, and processing methods are not suitable.
Construction and operation of the mine and processing facilities depends on
securing environmental and other permits on a timely basis. No permits have been
applied for and there can be no assurance that required permits can be secured
on a timely basis or at all. Data is incomplete and cost estimates have been
developed in part based on the expertise of the individuals participating in the
preparation of the Preliminary Assessment and on costs at projects believed to
be comparable, and not based on firm price quotes. Costs, including design,
procurement, construction, and on-going operating costs and metal recoveries
could be materially different from those contained in the Preliminary
Assessment. There can be no assurance that mining can be conducted at the rates
and grades assumed in the Preliminary Assessment. The Preliminary Assessment
assumes specified, long-term prices levels for gold of US$450/oz and silver of
US$7.00/oz. ; however the April 2007 technical report provides pre-tax
sensitivities for a range of gold prices. Prices for these metals are
historically volatile, and we have no control of or influence on those prices,
which are determined in international markets. There can be no assurance that
the prices of these metals will remain at current levels or that they will not

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decline below the prices assumed in the Preliminary Assessment.
Prices for gold and silver have been below the price ranges assumed in
Preliminary Assessment at times during the past ten years, and for extended
periods of time. The project will require major financing, probably a
combination of debt and equity financing. Although interest rates are at
historically low levels, there can be no assurance that debt and/or equity
financing will be available on acceptable terms. A significant increase in our
cost of capital could materially and adversely affect the value and feasibility
of constructing the project. Other general risks include those typical of large
construction projects including the general uncertainties inherent in
engineering and construction cost, the need to comply with generally increasing
environmental obligations, and accommodation of local and community
concerns.

Risks More Specifically Relating to South Africa and the
Burnstone Project

General

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

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

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

Investors should not place undue reliance on the Burnstone
Feasibility Study

The Burnstone Feasibility Study
prepared on the Burnstone Project was prepared to quantify the Burnstone
Projects capital and operating cost parameters and to determine the projects
likelihood of feasibility and optimal production rate. The capital and operating
cost estimates which were used have been developed based on detailed capital
cost to production level relationships. The following are the principal risk
factors and uncertainties which, in managements opinion, are likely to most
directly affect the ultimate feasibility of the Burnstone Project. The
mineralized material at the Burnstone Project is currently classified as a
measured and indicated resource, and a portion of it qualifies under Canadian
mining disclosure standards as a proven and probable reserve, but readers are
cautioned that no part of the Burnstone Projects mineralization is yet
considered to be a reserve under US Securities and Exchange Commission
standards, as all necessary mining permits would be required in order to
classify the projects mineralized material as an economically exploitable
reserve under such standards. Although final feasibility work has been done to
confirm the mine design, mining methods and processing methods proposed in the
Feasibility Study, construction and operation of the mine and processing
facilities depend on securing environmental and other permits on a timely basis.
No permits have yet been applied for and there can be no assurance that required
permits can be secured on a timely basis or at all. Although costs, including
design, procurement, construction and on-going operating costs and metal
recoveries have been established at a level of detail required for a feasibility
study, final costs could be materially different from those contained in the
Feasibility Study. There can be no assurance that infrastructure facilities can
be developed on a timely and cost-effective basis. Energy risks include the
potential for significant increases in the cost of fuel and electricity. The
Feasibility Study assumes specified, long-term price levels for gold of
US$450/oz. The price of this metal has historically been volatile, and the
Company has no control of or influence on its price, which is determined in
international markets. There can be no assurance that the price of gold will
remain at current levels or that it will not decline below the prices assumed in
the Feasibility Study. Prices for gold have been below the price ranges assumed
in Feasibility Study at times

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during the past ten years, and for extended periods of time.
The project will require major financing, probably a combination of debt and
equity financing. Although interest rates are at historically low levels, there
can be no assurance that debt and/or equity financing will be available on
acceptable terms. Other general risks include those typical of very large
construction projects, including the general uncertainties inherent in
engineering and construction cost, the need to comply with generally increasing
environmental obligations, and accommodation of local and community concerns.
The economics of the Burnstone Project are sensitive to the US Dollar and South
African Rand exchange rate, and this rate has been subject to large fluctuations
in the last several years.

Changes in mining legislation could adversely affect our
operations.

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

Receipt and retention of prospecting and mining rights
cannot be guaranteed.

Although we have successfully
converted most of our old prospecting rights to new order prospecting rights and
have the exclusive right to apply for new order mining rights, there is no
certainty that such rights will be granted. In addition, new order prospecting
or mining rights may be suspended or cancelled where the DME, having followed
the requisite procedures under the MPRDA, determines that the holder is in
breach of the provisions of the MPRDA or the terms under which such new order
prospecting or mining rights were granted. Similarly, rights could be suspended
under related legislation in respect of health and safety and the environment,
including where the mineral is not mined optimally in accordance with the
relevant work programme. The MPRDA has also significantly increased the
potential penalties and restrictive provisions relating to environmental
management, environmental damage or pollution resulting from prospecting or
mining activities.

Non-compliance with black economic empowerment initiatives
could affect our ability to secure mining rights.

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

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

The Mining Charters stated objectives include the:

- expansion of opportunities for persons disadvantaged by unfair
  discrimination under the previous political dispensation;
- expansion of the skills base of such persons;

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- promotion of employment and advancement of the social and economic welfare
  of mining communities; and
- promotion of beneficiation within South Africa.

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

Regarding the proposed February,
2007 BEE transaction with Tranter in the framework agreement described in this
AIF, there is a risk that the transaction may not be concluded for a number of
reasons, including the need for an approval by the DME of the proposed
transaction structure (which contemplates the potential equity purchase of our
common shares or a shareholding in Southgold) and the need of Tranter to secure
the requisite funding for the transaction. Until such time as we have concluded
definitive transaction agreements with Tranter to the satisfaction of the DME
and other government authorities, resulting in Tranters acquisition of a
participation interest in the Burnstone Project, we will not be a competent
applicant in terms of the new mining legislation in South Africa to secure the
licenses we need to conduct mining activities at the Burnstone Project.

Furthermore, in the event of our
transaction with Tranter proceeding to completion, since each application for a
mining license is treated by the DME on its own merits, we have no way of
determining or predicting the restrictions or conditions that the DME may impose
on the grant of our mining licenses, including (in the event of Tranters equity
participation at the Great Basin Gold Limited level) the minimum level of
shareholding, if any, that Tranter would be required to hold in this company in
order to achieve BEE compliance. Even if the South African governmental
approvals are obtained and the framework agreement is concluded, we cannot be
certain that we will continue to be in compliance with the BEE requirements,
which theoretically can be changed by legislative acts of the South African
government at any time. Other future events or circumstances could result in our
non-compliance if, as possible examples, our BEE partner disposes of a
sufficient number of the approximately 19.94 million of our shares to be
purchased by it under the framework agreement, or if our BEE partner is diluted
out of or otherwise loses its interest in such shares or in any interest it may
acquire in our Southgold subsidiary.

In addition, mineral rights to 6%
of the measured and indicated mineral resources are held by Puma and have been
optioned to us. The option granted by Puma is currently valid until June 21,
2007, but is under further negotiation. We will need to exercise the option in
order to secure rights in these farms in the long term.

We could face substantial financial costs due to the
environmental impact of our mining operations.

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

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

Under the National Water Act,
1998, the owner of land, controller or occupier of land on which any activity or
process is or was performed or undertaken or on which any situation exists that
causes, has caused or is likely to cause the pollution of a water resource, must
take all reasonable measures to prevent such pollution from occurring,
continuing or recurring.

The Department of Environmental
Affairs and Tourism and the Department of Water Affairs and Forestry may issue
administrative directives to enforce the provisions of NEMA and the National
Water Act to take specific anti-pollution measures, continue with those measures
and/or to complete those measures.

Foreign investments and operations in South Africa are
subject to risks including higher HIV/AIDS rates than those prevailing in North
American and European jurisdictions.

We are subject to the risks
normally associated with the conduct of business in foreign countries. The
occurrence of one or more of these risks could have a material and adverse
effect on the viability of our affected foreign operations which in turn could
have a material and adverse affect on our future cash flows, earnings, results
of operations and financial condition.

Risks may include, among others,
labour disputes, delays or invalidation of governmental orders and permits,
corruption, uncertain political and economic environments, civil disturbances
and terrorist actions, arbitrary changes in laws or policies, foreign taxation
and exchange controls, opposition to mining from environmental or other
non-governmental organizations or changes in the political attitude towards
mining, limitations of foreign ownership, limitations on the repatriation of
earnings, infrastructure limitations and increased financing costs. HIV/AIDS is
also prevalent in South Africa. Some of our employees may have or could contract
this potentially deadly virus. The prevalence of HIV/AIDS could cause lost
employee man-hours and may make finding skilled labour more difficult. These
risks may limit or disrupt our exploration activities or development of future
mining operations, restrict the movement of funds, or result in expropriation
without fair compensation.

The impact of the South African Royalty Bill is not
presently known.

In 2003, the South African
government presented the South African Parliament with the Mineral and Petroleum
Royalty Bill, which proposed a royalty payable to the South African government
for gold production at a rate of 3% of revenues from the sale of gold. In
September, 2006, the South African government issued a proposal to alter the
proposed royalty rates to 1.5% for refined gold. The legislation has not yet
been passed but is scheduled to become effective in 2009. It is currently not
certain what the Act of Parliament resulting from the Mineral and Petroleum
Royalty Bill will contain and what the effect of any resulting legislation will
be.

Due to this uncertainty, we are
unable to definitively assess the impact on our future operations. We may be
adversely affected, as increased royalty fees may reduce the viability of our
projects.

Actual infrastructure costs may increase from those reported
in the Burnstone feasibility study.

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

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We may be unable to obtain adequate financing on acceptable
terms.

The Burnstone Project will
require major additional financing, most likely through a combination of debt
and equity financing. Although interest rates are at historically low levels,
there can be no assurance that debt and/or equity financing will be available on
acceptable terms.

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

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

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

Risks Related to Common Shares

Further equity financing may substantially dilute the
interests of our shareholders.

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

Our common shares may experience price and volume
fluctuations and the market price for our common shares after this offering may
drop below the price you pay.

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

We have no history of earnings and no foreseeable earnings.

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

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

We may issue additional common shares
in the future pursuant to a number of existing agreements.

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

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

We follow corporate governance requirements of Canadian
corporate and securities laws.

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

We believe that we will be classified as a PFIC for U.S.
federal income tax purposes.

We believe that we will be
classified as a passive foreign investment company (a PFIC), for U.S. federal
income tax purposes. This will result in material adverse U.S. federal income
tax consequences for you if you are a U.S. holder, including having gains
realized on the sale of our common shares and warrants treated as ordinary
income rather than as capital gains, and having potentially punitive interest
charges apply to those gains as well as certain other distributions by us.
Further, certain non-corporate U.S. holders will not be eligible for the
preferential tax rates on dividends paid by us.

We urge you to consult your tax
advisor with respect to the U.S. federal, state, local and non-U.S. tax
consequences of the acquisition, ownership, and disposition of common shares and
the exercise, disposition, and lapse of warrants, as may apply to your
particular circumstances.

Risks Relating to Financial Matters

We may need to raise additional financing in the future to
fund our exploration and development program.

Further exploration, development
and construction of our mineral resource projects in Nevada, USA and South
Africa will require additional capital. In addition, a positive production
decision on either of our current exploration and development projects would
require significant capital for project engineering and construction.
Accordingly, the continuing development of our properties will depend upon our
ability to obtain financing through the equity financing, joint venturing of
projects, debt financing or other means. There is no assurance that we will be
successful in obtaining the required financing on terms acceptable to us, if at
all.

We may incur losses associated with foreign currency
fluctuations.

We operate in a number of
jurisdictions outside of Canada, namely the U.S. and South Africa, and incur
certain expenses in foreign currencies. We are subject to fluctuations in the
rates of currency exchange between Canadian dollars and these currencies, and
such fluctuations may materially affect our future cash flow, results of
operations and financial condition. Consequently, construction, development and
other costs may be higher than we anticipate.

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Risks Relating to our Business and Operations

Regulatory requirements significantly affect our mining
operations and may have a material adverse impact on our future cash flow,
results of operations and financial condition.

Mining operations, development
and exploration activities are subject to extensive laws and regulations
governing prospecting, development, production, exports, taxes, labour
standards, occupational health, waste disposal, environmental protection and
remediation, protection of endangered and protected species, mine safety, toxic
substances and other matters. Mining is subject to potential risks and
liabilities associated with pollution of the environment and the disposal of
waste products occurring as a result of mineral exploration and production. The
costs of discovering, evaluating, planning, designing, developing, constructing,
operating and closing mines and other facilities in compliance with such laws
and regulations are significant.

Failure to comply with applicable
laws and regulations, may result in enforcement actions thereunder, and may
include corrective measures requiring capital expenditures, installation of
additional equipment, or remedial actions. Parties engaged in mining operations
may be required to compensate those suffering loss or damage by reason of the
mining activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations.

New laws and regulations,
amendments to existing laws and regulations, administrative interpretation of
existing laws and regulations, or more stringent enforcement of existing laws
and regulations, could have a material adverse impact on our future cash flow,
results of operations and financial condition.

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

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

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

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

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

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

- estimation of reserves;
- anticipated metallurgical recoveries;

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- environmental considerations and permitting;
- future gold prices; and
- anticipated capital and operating costs.

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

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

Any of the following events,
among others, could affect the profitability or economic feasibility of a
project:

- unanticipated changes in grade and tonnage of ore to be mined and
  processed;
- unanticipated adverse geotechnical conditions;
- incorrect data on which engineering assumptions are made;
- costs of constructing and operating a mine in a specific environment;
- availability and costs of processing and refining facilities;
- availability of economic sources of power;
- adequacy of water supply;
- adequate access to the site, including competing land uses (such as
  agriculture);
- unanticipated transportation costs;
- government regulations (including regulations regarding prices, royalties,
  duties, taxes, permitting, restrictions on production, quotas on exportation
  of minerals, as well as the costs of protection of the environment and
  agricultural lands);
- title claims, including aboriginal land claims;
- fluctuations in prices of precious metals; and
- accidents, labour actions and force majeure events.

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

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

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

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

We compete with other companies with greater financial
resources.

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

We are subject to litigation risks.

All industries, including the
mining industry, are subject to legal claims, with and without merit. We have in
the past and may from time to time be involved in various routine legal
proceedings. While we believe it is unlikely that the final outcome of these
legal proceedings will have a material adverse effect on our financial position
or results of operation, defense and settlement costs can be substantial, even
with respect to claims that have no merit. Due to the inherent uncertainty of
the litigation process, there can be no assurance that the resolution of any
particular legal proceeding will not have a material adverse effect on our
future cash flow, results of operations or financial condition.

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

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

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

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If any of the foregoing events, or other risk factor events
as described herein occur, our business, financial condition or results of
operations could likely suffer. In that event, the market price of our
securities could decline and investors could lose all or part of their
investment.

|ITEM 7. | DIVIDENDS
|------- | ---------

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

|ITEM 8. | DESCRIPTION OF CAPITAL
      STRUCTURE
|------- | --------------------------------------

Great Basin's share capital
consists of common shares without par value, of which an unlimited number of
shares are authorized and 113,411,713 common shares without par value were
issued and outstanding as fully paid and non-assessable as of December 31, 2006.
In 2006 we approved the creation a class of preferred shares issuable in series
and finalized such creation in February, 2007. No preferred shares have been
allotted or issued. As of March 31, 2006, there were 113,761,713 common shares
issued and outstanding as fully paid and non-assessable. The accompanying
audited consolidated financial statements provide details of all share issuances
effected by Great Basin and the issue price per share since December 31,
2003.

As of March 31, 2007, there are
8,930,000 options and 2,672,000 warrants outstanding to purchase common shares.
The options have an average exercise price of $1.89. 2 million of the warrants
have an exercise price of US$1.80, the balance of 672,000 have an exercise price
of $2.60. In addition to the above, 4,045,000 incentive options have been
reserved by the Compensation Committee for grants to participants in terms of
the Companys incentive option plan. The exercise price of these options will
not be determined until completion of the planned prospectus offering referred
to in Item 4 which, if successful, is expected to complete in mid-April 2007.

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

|ITEM 9. | MARKET FOR SECURITIES
|------- | ---------------------

The following table shows the
progression in high and low trading prices of the common shares of Great Basin
on the TSX and AMEX for the periods listed. TSX and AMEX are our primary markets
although we listed our common shares on the JSE in 2006.

|                     |   | TSX:GBG.TO       |  |   | AMEX:GBN | 
|-------------------- | - | ---------------- |  | - | -------- | 
|                     |   | High             |  |   | Low      | 
|                     |   | Canadian Dollars |  |   |          | 
|Last fourteen months |   |                  |  |   |          | 
|February 2007        | $ | 2.72             |  | $ | 2.11     | 
|January 2007         | $ | 2.26             |  | $ | 1.88     | 
|December 2006        | $ | 2.27             |  | $ | 1.83     | 

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

|                                 |   | TSX:GBG.TO       |  |   | AMEX:GBN | 
|-------------------------------- | - | ---------------- |  | - | -------- | 
|                                 |   | High             |  |   | Low      | 
|                                 |   | Canadian Dollars |  |   |          | 
|November 2006                    | $ | 2.30             |  | $ | 1.95     | 
|October 2006                     | $ | 1.99             |  | $ | 1.40     | 
|September 2006                   | $ | 1.95             |  | $ | 1.40     | 
|August 2006                      | $ | 2.10             |  | $ | 1.67     | 
|July 2006                        | $ | 2.03             |  | $ | 1.78     | 
|June 2006                        | $ | 2.03             |  | $ | 1.67     | 
|May 2006                         | $ | 2.77             |  | $ | 1.81     | 
|April 2006                       | $ | 2.65             |  | $ | 2.27     | 
|March 2006                       | $ | 2.6              |  | $ | 2.01     | 
|February 2006                    | $ | 2.18             |  | $ | 1.71     | 
|January 2006                     | $ | 2.23             |  | $ | 1.71     | 
|                                 |   |                  |  |   |          | 
|By fiscal quarter                |   |                  |  |   |          | 
|Quarter ended December 31, 2006  | $ | 2.30             |  | $ | 1.47     | 
|Quarter ended September 30, 2006 | $ | 2.10             |  | $ | 1.44     | 
|Quarter ended June 30, 2006      | $ | 2.77             |  | $ | 1.67     | 
|Quarter ended March 31, 2006     | $ | 2.60             |  | $ | 1.77     | 
|Quarter ended December 31, 2005  | $ | 1.82             |  | $ | 1.01     | 
|Quarter ended September 30, 2005 | $ | 1.32             |  | $ | 0.97     | 
|Quarter ended June 30, 2005      | $ | 1.50             |  | $ | 1.00     | 
|Quarter ended March 31, 2005     | $ | 1.60             |  | $ | 1.33     | 
|Quarter ended December 31, 2004  | $ | 2.12             |  | $ | 1.40     | 
|Quarter ended September 30, 2004 | $ | 2.05             |  | $ | 1.36     | 
|Quarter ended June 30, 2004      | $ | 3.01             |  | $ | 1.43     | 
|Quarter ended March 31, 2004     | $ | 3.85             |  | $ | 2.30     | 
|                                 |   |                  |  |   |          | 
|By fiscal year                   |   |                  |  |   |          | 
|Year ended December 31, 2006     | $ | 2.77             |  | $ | 1.44     | 
|Year ended December 31, 2005     | $ | 1.82             |  | $ | 0.97     | 
|Year ended December 31, 2004     | $ | 3.85             |  | $ | 1.36     | 
|Year ended December 31, 2003     | $ | 3.95             |  | $ | 1.10     | 
|Year ended December 31, 2002     | $ | 2.50             |  | $ | 0.80     | 
|Year ended December 31, 2001     | $ | 1.15             |  | $ | 0.38     | 

|ITEM 10. | ESCROWED SECURITIES
|-------- | -------------------

There are no shares of Great Basin held in escrow.

|ITEM 11. | DIRECTORS AND OFFICERS
|-------- | ----------------------

The names and municipalities of
residence of the directors and officers of the Company, their principal
occupations during the past five years, and the period of time they have served
as directors or officers of Great Basin

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

are as follows. Except where indicated, each director and
senior officer of Great Basin has held the same or similar principal occupation
with the organization indicated or a predecessor thereof for the last five
years.

A. Directors

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

At the annual general meeting
held on July 5, 2006, directors listed above were re-elected to a one-year term
of office expiring at the next annual general meeting of Great Basin, which is
expected to be held in June 2007. All of the directors except for Mr. Dippenaar
and Mr. Cooke serve together on a number of boards of directors of other
publicly-listed companies. A cost sharing arrangement exists between a number of
these companies pursuant to administrative and geological service agreements
with Hunter Dickinson Inc. (HDI), a private company owned equally by ten
public companies including Great Basin. HDI provides extensive engineering,
geological and administrative services to, and incurs costs on behalf of, these
companies and allocates the full costs to them. All officers have a term of
office lasting until their removal or replacement by the Board of Directors.

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

Based on insider reports filed on
www.sedi.ca, as at March 23, 2007, the above directors and officers
beneficially owned, directly or indirectly, or exercised control or direction
over 2,542,483 common shares of the Company (2.23%), or 5,235,483 common shares
on a fully diluted basis (4.50%) .

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

|Committee                                     | Membership         
|--------------------------------------------- | -------------------
|                                              | David M.S. Elliott 
|Audit Committee                               | H. Wayne Kirk      
|                                              | Walter T. Segsworth
|                                              |                    
|                                              | T. Barry Coughlan  
|Compensation Committee                        | David M.S. Elliott 
|                                              | H. Wayne Kirk      
|                                              |                    
|                                              | T. Barry Coughlan  
|Nominating and Corporate Governance Committee | David M.S. Elliott 
|                                              | H. Wayne Kirk      

The mandate of each of these
committees is more particularly described in Great Basins management
information circular filed on www.sedar.com on May 26, 2006.

The following biographies have been
provided by the individual directors.

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

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

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

Mr. Cooke has been involved with
the Pangea Group initially as a consultant on the Burnstone Project and
represents the former Southgold shareholders on Great Basins board.

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

|Company               | Positions Held | From     | To     
|--------------------- | -------------- | -------- | -------
|Great Basin Gold Ltd. | Director       | May 2006 | Present

DAVID J. COPELAND, P.Eng.  Director

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

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

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:

|Company                                | Positions Held | From           | To            
|-------------------------------------- | -------------- | -------------- | --------------
|Great Basin Gold Ltd.                  | Director       | February 1994  | Present       
|Amarc Resources Ltd.                   | Director       | September 1995 | Present       
|Anooraq Resources Corporation          | Director       | September 1996 | September 2004
|Casamiro Resource Corp.                | Director       | February 1995  | August 2002   
|Continental Minerals
      Corporation | Director       | November 1995  | Present       
|Farallon Resources Ltd.                | Director       | December 1995  | Present       
|Northern Dynasty Minerals
      Ltd.   | Director       | June 1996      | Present       
|Taseko Mines Limited                   | Director       | January 1994   | Present       

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:

|Company                                                               | Positions Held              | From           | To           
|--------------------------------------------------------------------- | --------------------------- | -------------- | -------------
|Great Basin Gold Ltd.                                                 | Director                    | February 1998  | Present      
|AMS Homecare Inc.                                                     | Director                    | November 2001  | November 2004
|Casamiro Resource Corp                                                | Director                    | February 1995  | August 2002  
|Farallon Resources Ltd.                                               | Director                    | March 1998     | Present      
|Icon Industries Ltd.                                                  | President, CEO and Director | September 1991 | Present      
|Quartz Mountain Resources Ltd.                                        | Director                    | January 2005   | Present      
|Taseko Mines Limited                                                  | Director                    | February 2001  | Present      
|Tri-Gold Resources Corp. (formerly Tri-
      Alpha Investments Ltd.) | President and Director      | June 1986      | Present      

FERDINAND DIPPENAAR, B.Comm, Procuration, MBA
President, Chief Executive Officer and Director

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

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

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

affairs and the companys investor relations. Most recently he
was the Executive Director of Corporate Affairs for Harmony.

Mr. Dippenaar was appointed
Director, President and CEO of Great Basin Gold Ltd. in December 2005. In
addition to his role with Great Basin, Mr. Dippenaar serves as Executive Advisor
to other Hunter Dickinson managed companies. Within the past five years, an
officer and/or director of the following public companies:

|COMPANY                      | Positions Held                                        | From          | To     
|---------------------------- | ----------------------------------------------------- | ------------- | -------
|Great Basin Gold Ltd.        | Director, President and
      Chief Executive Officer | December 2005 | Present
|Harmony Gold Mining Co. Ltd. | Executive Director                                    | 1997          | 2005   

DAVID ELLIOTT, B. Comm, CA  Director

David Elliott graduated from the
University of British Columbia with a Bachelor of Commerce degree and then
acquired a Chartered Accountant designation with KPMG LLP. Mr. Elliott joined BC
Sugar Company in 1976, working in a number of senior positions before becoming
President and Chief Operating Officer of the operating subsidiary, Rogers Sugar.
In 1997, he joined Lantic Sugar in Toronto as Executive Vice President. He also
served as Chairman of the Canadian Sugar Institute. He became President and
Chief Operating Officer of the International Group based in St Louis, Missouri
in 1999, a company involved with food distribution as well as manufacturing and
distribution of pet and animal feed. For several years, he worked with companies
developing e-mail and data management services. Mr. Elliott also serves on the
boards of the BC Cancer Foundation and the University of BC Alumni Association.

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

|Company                              | Positions Held | From      | To     
|------------------------------------ | -------------- | --------- | -------
|Great Basin Gold Ltd.                | Director       | July 2004 | Present
|Anooraq Resources Corporation        | Director       | July 2005 | Present
|Northern Dynasty Minerals
      Ltd. | Director       | July 2004 | Present
|Taseko Mines Limited                 | Director       | July 2004 | Present

H. WAYNE KIRK, LLB - Director

Wayne Kirk is a retired
California State Attorney and Professional Consultant. With over 30 years
professional experience Mr. Kirk also has over 10 years senior executive
experience in the mining industry.

Mr. Kirk is a citizen of the
United States and is a resident of California. A Harvard University graduate,
Mr. Kirk received his law degree in 1968. From 1992 to 2002 Mr. Kirk was the
Vice President, General Counsel and Corporate Secretary of Homestake Mining
Company of California. Prior to his retirement in June 2004 he spent two years
as Special Counsel for the law firm, Thelen Reid & Priest in San
Francisco.

During the past five years, Mr. Kirk
is, or has been, a director of the following public companies:

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

|Company                              | Positions Held | From      | To     
|------------------------------------ | -------------- | --------- | -------
|Great Basin Gold Ltd.                | Director       | July 2004 | Present
|Anooraq Resources Corporation        | Director       | July 2005 | Present
|Northern Dynasty Minerals
      Ltd. | Director       | July 2004 | Present
|Taseko Mines Limited                 | Director       | July 2004 | Present

SIPHO A. NKOSI, B.Comm, MBA  Director

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 (Pty) Ltd ("Eyesizwe), 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 (Pty) Ltd and Alstom SA (Pty) Ltd, initially
as Managing Director of ABB Power Generation (SA), and then as Country Manager
ofABB/Alstom Power until December 2000. He is currently the chief
executive officer (designate) of Exxaro Resources Ltd. From 1993 to 1997, he was
Marketing Manager for Billiton Ltd., an international mining company. Mr. Nkosi
is, or was within the past years, an officer and or director of the following
public companies:

|Company                       | Positions Held | From          | To     
|----------------------------- | -------------- | ------------- | -------
|Great Basin Gold Ltd.         | Director       | August 2003   | Present
|Anooraq Resources Corporation | Director       | November 2004 | Present

WALTER T. SEGSWORTH, P.Eng.  Director

Walter T. Segsworth has been an
active and respected member of the international mining industry for over 30
years. 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:

|Company                       | Positions Held                                                      | From                            | To                                
|----------------------------- | ------------------------------------------------------------------- | ------------------------------- | ----------------------------------
|Great Basin Gold Ltd.         | Director                                                            | January 2003                    | Present                           
|Anooraq Resources Corporation | Director                                                            | March 2004                      | Present                           
|Cumberland Resources          | Director                                                            | May 2002                        | Present                           
|Expatriate Resources Ltd.     | Director                                                            | February 2001                   | Present                           
|Homestake Mining Company      | President and Chief
      
      Operating Officer, 
      Director | April 1999 
      February 2001 | February 2002 
      December 2001
|Novagold Resources Inc.       | Director                                                            | May 2002                        | November 2002                     
|UEX Corporation               | Director                                                            | March 2002                      | Present                           

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

RONALD W. THIESSEN, CA  Chairman of the Board
and Director

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

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

|Company                                | Positions Held                                                   | From                                            | To                                 
|-------------------------------------- | ---------------------------------------------------------------- | ----------------------------------------------- | -----------------------------------
|Great Basin Gold Ltd.                  | Director President and
      Chief Executive Officer Chairman    | October 1993 September
      2000 December 2005 | Present December 2005
      Present
|Amarc Resources Ltd.                   | Director President and Chief Executive
      Officer             | September 1995 September 2000                   | Present Present                    
|Anooraq Resources Corporation          | Director President and
      Chief Executive Officer             | April 1996 September 2000                       | Present Present                    
|Casamiro Resource Corp.                | Director and President                                           | February 1990                                   | August 2002                        
|Continental Minerals
      Corporation | Director President and
      Chief Executive Officer Co-Chairman | November 1995 September
      2000 January 2006 | Present January 2006
      Present 
|Farallon Resources Ltd.                | Director President and Chief Executive
      Officer Co-Chairman | August 1994 September 2000
      September 2004 | Present September 2004 Present     
|Northern Dynasty Minerals
      Ltd.   | Director President and
      Chief Executive Officer             | November 1995 November 2001                     | Present Present                    
|Rockwell Ventures Inc.                 | Director President and Chief Executive
      Officer             | November 2000 November 2000                     | Present Present                    
|Taseko Mines Limited                   | Director                                                         | October 1993                                    | Present                            

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

|Company             | Positions Held                                          | From                           | To               
|------------------- | ------------------------------------------------------- | ------------------------------ | -----------------
|                    | President and Chief
      Executive Officer Co-Chairman | September 2000 July
      2005 | July 2005 Present
|B. Officers         |                                                         |                                |                  
|Ferdinand Dippenaar | Chief Executive Officer                                 | December 2005                  | Present          
|Zelda Smit          | Chief Financial Officer                                 | October 2006                   | Present          
|Johan Oelofse       | Chief Operating officer                                 | March 2006                     | Present          
|Willie Beckmann     | Vice President, Business Services                       | March 2006                     | Present          
|Dawie Mostert       | Vice President, Human
      Capital                     | March 2006                     | Present          

Ferdinand Dippenaar Position: Chief Executive
Officer

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

Zelda SmitPosition: Chief Financial
Officer

Ms. Smit is a South African
resident who qualified as a Chartered Accountant in 1997. After completing her
articles with PricewaterhouseCoopers, Ms Smit worked in the financial services
sector, primarily in banking and insurance, for five years. Ms. Smit was
appointed Treasurer of Harmony Gold Mining Company Limited in January 2003. At
Harmony, Ms. Smit gained extensive experience in mergers, acquisitions, debt
issuance, risk management and project development and was a member of the
executive team. Ms. Smit has served on several boards, including Rand Mutual
Assurance Limited and Kingfisher Insurance Company Limited, and was chair of the
audit committees of both Rand Mutual Assurance Limited and Minemed Medical
Aid.

Johan OelofsePosition: Chief Operating
Officer

Mr. Oelofse is a qualified mining
engineer with 27 years experience including working on projects in South Africa,
Uganda, Mozambique, Argentina, Kentucky in the USA, Kazakhstan, Uzbekistan,
Tajikistan, China, Malaysia, Indonesia and the DRC. Mr. Oelofse began his career
in the South African Gold Mining environment and gained a working knowledge of
all aspects of the industry. Mr. Oelofse has a B Ing degree from Pretoria
University in South Africa and an MSc Mining Engineering at Camborne School of
Mines. Mr. Oelofse joined Great Basin Gold as Chief Operating Officer in March
2006.

Willie BeckmannPosition: Vice President: Business
Services

Mr. Beckmann is an accredited
attorney, notary and conveyancer. Mr. Beckmann obtained the degrees B Juris LLB
(1983) from the North West University. Mr. Beckmann started his career as an
officer in the South

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

African Defence Force where he gained extensive experience in
administrative law, the drafting of legislation and investigatory review
techniques. Mr. Beckmann joined the gold mining industry in 2002 as the group
security manager of Harmony Gold Mining Company. Mr. Beckmann since then
successfully founded the Legal and Compliance Department overseeing the
security, legal and enterprise- wide risk management functions of Harmony. Mr.
Beckmann joined Great Basin Gold in March 2006 responsible for the Legal and
Compliance functions and business services.

Dawie MostertPosition: Vice President: Human
Capital

Mr. Mostert has a diploma in
Labour Relations (DPLR) (Advanced Labour Law). Mr. Mostert has approximately 16
years experience in the mining industry during which time he has functioned in
many positions including Human Resources Manager, Manager, Acquisitions since
1998; Mine Manager, Elandsrand; Executive Training and People Development;
Executive Employee Relations; Executive Human Resources and Executive New Mines.
Mr. Mostert was appointed to the executive of Harmony Gold Mining Company in
April 2002. As a Harmony executive, Mr. Mostert served on the boards of The
South African Mathematics Foundation and the Mining Qualifications Authority
(Mining SETA).

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or officer of Great
Basin is, as of the date of this AIF, or has been within the 10 years before the
date of this AIF, a director or officer of any company that while that person
was acting in that capacity, was the subject of a cease trade order, penalties,
sanctions or bankruptcy, during the time the individual was a director or within
a one year period thereafter, or was a director or officer of a company during
the time in which an event occurred which led to a cease trade order, penalties,
sanctions or bankruptcy subsequent to the individual ceasing to act as a
director or officer.

Potential Conflicts of Interest

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

|ITEM 12. | PROMOTERS
|-------- | ---------

Not applicable.

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

|ITEM 13. | LEGAL PROCEEDINGS
|-------- | -----------------

In February 2006, the Company and
Hecla signed an Earn-In Agreement Amendment which modified the 2002 Earn-In
Agreement. The execution of this amendment resulted in a general release from
any action or claim arising from either party in connection with the 2002
Earn-In Agreement, and the termination of all litigation.

No other material legal proceedings
involving Great Basin or its subsidiaries are ongoing or expected.

|ITEM 14. | INTEREST OF MANAGEMENT
      AND OTHERS IN MATERIAL TRANSACTIONS
|-------- | ----------------------------------------------------------------

None of the directors or senior
officers of the Company, nor any person who has held such a position since the
beginning of the last completed financial year end of the Company, nor any
proposed nominee for election as a director of the Company, nor any associate or
affiliate of the foregoing persons, has any substantial or material interest,
direct or indirect, by way of beneficial ownership of securities or otherwise,
in any material transaction of the Company other than as set out herein.

|ITEM 15. | TRANSFER AGENT AND
      REGISTRAR
|-------- | ----------------------------------

The Company's registrar and
transfer agent is Computershare Trust Company of Canada, located in Vancouver,
BC.

|ITEM 16. | MATERIAL CONTRACTS
|-------- | ------------------

Black Economic Empowerment Framework Agreement

In February 2007, the Company has
entered into a framework agreement whereby Tranter has expressed an intention to
purchase approximately 19.94 million shares (the BEE Shares) in Great Basin
for ZAR 260 million (approximately US$35.13 million) and thereby acquire a
qualifying indirect interest in the Burnstone Project as required under South
Africas broad-based BEE legislative initiatives. In the alternative (if South
African regulatory and other approvals are not obtained), Tranter may purchase a
26% interest in Southgold for the same price. This will also secure its new
order prospecting rights obtained in respect of its principal South African
mining project, the Burnstone Project (see Item 5, Black Economic Empowerment
(BEE) Framework Agreement, for further particulars).

Purchase of Heclas Interest in the Companys Hollister
Development Block Project

In February 2007, the Company
announced that it would purchase Heclas 50% earn-in rights for a total
consideration of US$60 million comprising US$45 million in cash and US$15
million in Great Basin common shares (approximately 7.94 million shares). The
transaction is subject to stock exchange and other customary closing conditions
and will require the Company to secure sufficient financing which it intends to
do through a prospectus offering filed March 21, 2007. Completion is targeted
for mid-April 2007 with a deadline of April 30, 2007 (see Item 5, Hecla
Ventures Corp. (HVC) Share Purchase Agreement, for further particulars).

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

|ITEM 17. | INTERESTS OF EXPERTS
|-------- | --------------------

Interests of Experts

The following is a list of the
persons or companies named as having prepared or certified a statement, report
or valuation, in this AIF either directly or in a document incorporated by
reference and whose profession or business gives authority to the statement,
report or valuation made by the person or company:

|(a) | Behre Dolbear & Company Ltd. is named as having
      audited our internal preliminary resource estimate at HDB in 2001(filed as
      part of a May, 2002 report filed at www.sedar.com) and James A.
      Currie, P.Eng. is named as having supervised that work, and is also named
      as having prepared the report Technical Report on the Feasibility Study
      for the Burnstone Gold Project, Balfour, Mpumalanga Province, Republic of
      South Africa dated May 10, 2006, based on a full review of the results of
      the components of the Burnstone feasibility study by Derek Rance, P.Eng.,
      who is an independent qualified person as defined by NI 43-101. The
      financial analysis was completed by Minefill Services, Inc., under the
      supervision of David Stone, P.Eng. Individual components of the study were
      completed by the following South African
consultants:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- Geology and mineral resources were reviewed and updated for the Burnstone
  feasibility study by Harry Meadon, Pr.Sci.Nat., of HM Exploration CC, and Mr.
  van der Heever, Pr.Sci.Nat., of GeoLogix Mineral Resource Consultants (Pty)
  Ltd.
- Mineral reserves, mine planning and design aspects were developed by Turgis
  Consulting (Pty) Ltd., under the supervision of AD Pooley, Pr.Eng.
- Mill process and plant design work was done by MDM Ferroman, and
  metallurgical testwork by Mintek Laboratories, all under the supervision of
  David Dodd, SAIMM, of MDM Ferroman.
- Environmental & permitting, tailings, water supply and infrastructure
  studies were conducted by Knight Piesold (Pty) Ltd. and other subcontractors,
  under the supervision of Joanna Goeller, Environmental Impact Assessment
  Practitioner, and R.J. Scheurenberg, Pr.Eng.

|(b) | Eugene Siepker, Pr.Sci.Nat. (deceased) and Gideon J. Van
      Der Heever, Pr.Sci.Nat. are named as having co- prepared resource
      estimates in our Report on the Resource Estimate for the Burnstone
      Project, Mpumalanga Province, Republic of South Africa dated February 17,
      2005 and filed under National Instrument 51-102  Continuous
      Disclosure;                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | David Stone, P.Eng., and Gernot Wober, P.Geo.,. are the
      qualified persons who co-authored the March 19, 2007 Technical Report 
      Update on the Exploration Activities on the Hollister Gold Project, Elko
      County, Nevada, revised April 3, 2007 and Mr. Stone also co-authored with
      Mr Van Der Heever, Pr.Sci.Nat., the Report on the Resource Estimate for
      the Burnstone Project, Mpumalanga Province of the Republic of South
      Africa, also dated March 19, 2007, both of which are publicly filed at
      www.sedar.comon March 21,2007;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | David M.R. Stone, P.Eng., an independent qualified
      person, authored the report entitled Technical Report and Updated
      Preliminary Assessment of the Ivanhoe Gold Project, Elko County, Nevada
      dated September 12, 2006 and revised April 3, 2007, which is publicly
      filed at www.sedar.com; and                                                                                                                                                                                                                                                          

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

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

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

|ITEM 18. | ADDITIONAL INFORMATION
|-------- | ----------------------

Additional information, including
directors' and officers' remuneration, indebtedness of officers, executive stock
options and interests of management and others in material transactions, where
applicable, is contained in annual financial statements, proxy circulars and
interim financial statements of available at the SEDAR internet web site
(www.sedar.com).

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

|(i)   | this Annual Information Form, together with any document
      incorporated herein by reference;                                                                                                                                      
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                       
|(ii)  | the Annual Report of the Company and any interim
      financial statements filed with Securities Commissions subsequent to the
      audited financial statements for the Company's most recently completed
      financial year; and
|      |                                                                                                                                                                                                                                       
|(iii) | the Proxy Circular for the latest annual general meeting
      of the Company to be held in June 2007, when
available.                                                                                                                

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

|ITEM 19. | DISCLOSURE FOR COMPANIES
      NOT SENDING INFORMATION CIRCULARS
|-------- | ----------------------------------------------------------------

Not applicable.

|ITEM 20. | CONTROLS AND PROCEDURES
|-------- | -----------------------

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period
covered by this report, our management carried out an evaluation, with the
participation of our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange
Act)). Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were effective in recording,
processing, summarizing and reporting, on a timely basis, information required
to be disclosed by us in reports that we file or submit under the Exchange
Act.

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

There were no changes in our
internal control over financial reporting during the fiscal year ended December
31, 2006 that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act).

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

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
for the Company. With the participation of the Chief Executive Officer and the
Chief Financial Officer, our management conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework and criteria established in Internal Control - Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that our internal control
over financial reporting was effective as of December 31, 2006. Because of its
inherent limitations, internal controls over financial reporting may not prevent
or detect misstatements. Also, projections, of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies
or procedures may deteriorate.

|ITEM 21. | AUDIT COMMITTEE, CODE OF
      ETHICS, ACCOUNTANT FEES AND EXEMPTIONS
|-------- | ---------------------------------------------------------------------

|A. | AUDIT COMMITTEE FINANCIAL EXPERT
|-- | --------------------------------

The members of the audit
committee are Mr Wayne Kirk, Walter Segsworth and David Elliott. The board of
directors has determined that Mr. David Elliott is a member of the audit
committee of the Company who qualifies as an audit committee "financial expert"
based on his education and experience and each of the members is financially
literate. Each of the audit committee members is "independent", as that term is
defined by Canadian Multilateral Instrument 52-110. Mr. Elliott is an accredited
Chartered Accountant in Canada, Mr Kirk is retired securities attorney and Mr
Segsworth has been a mining executive for a number of years. Great Basins audit
committee charter is available for download on the Companys website at
www.greatbasingold.com

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

The Company has adopted a code of
ethics that applies to all personnel of the Company. A copy of the Code of
Ethics was attached as an exhibit to the Company's Annual Report on Form 20-F
filed in June 2005 and is also available on the Companys website at
www.greatbasingold.com.

|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.

|                      |   | Year ended December |  |   | Year ended December | 
|--------------------- | - | ------------------- |  | - | ------------------- | 
|Services:             |   | 31, 2006            |  |   | 31, 2005            | 
|Audit Fees            | $ | 234,175             |  | $ | 89,750              | 
|Audit-Related Fees(1) |   | 66,000              |  |   |                    | 
|Tax Fees              |   |                    |  |   | 18,500              | 
|All Other Fees        |   |                    |  |   |                    | 
|                      | $ | 300,175             |  | $ | 108,250             | 

Note:

|(1) | "Audit-Related Fees" include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or
  regulation.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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 Canadian
independence rules, and whether the services requested and the fees related to
such services could impair the independence of the auditors.

|D. | OTHER
|-- | -----

The Company was advised in February 2007 that the South African
branch of its auditors ("KPMG SA") had determined to resign as auditors for the
Company's South African subsidiaries because KPMG SA had been working on another
engagement, which due to the expansion of its scope, led them to conclude it
could potentially result in a conflict of interest with auditing the Company's
South African operations. The Company's Canadian auditors, KPMG LLP of Vancouver
will retain overall responsibility for the audit of the Company's accounts and
its financial statements and will assist the Company in securing alternative
audit services in South Africa. KPMG SA confirmed in their resignation
notification that there were no reportable disagreements with management of the
Company.

|ITEM 22. | OFF BALANCE SHEET
      ARRANGEMENTS
|-------- | ------------------------------------

None.

|ITEM 23. | TABULAR DISCLOSURE OF
      CONTRACTUAL OBLIGATIONS
|-------- | ---------------------------------------------------

|                            |       | Payments due by period |                   
|--------------------------- | ----- | ---------------------- | ------------------
|                            |       | Less than              |                   
|                            | Total | one year               | 1
      to 3 years
|Contractual obligation      | Nil   | Nil                    | Nil               
|Long term debt obligations  | Nil   | Nil                    | Nil               
|Operating lease obligations | Nil   | Nil                    | Nil               
|Purchase obligations        | Nil   | Nil                    | Nil               
|Other                       | Nil   | Nil                    | Nil               
|Total                       | Nil   | Nil                    | Nil               

The term purchase obligation
means an agreement to purchase goods or services that is enforceable and legally
binding on the registrant 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.

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