Annual Report on Form 20-F

20-F 1 ascii_gbg20f2.htm Annual Report on Form 20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F

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

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

For the fiscal year ended December 31, 2002 (with other information to
April 30, 2003 except where noted)

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

For the transition period from _______________ to _______________

CIK Number 0000865492
Commission file number 0-18760

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

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

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

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

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

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

Title of Each Class Name of each exchange on which registered
----------------------------------------------------------- --------------------
None Not applicable

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

Common Shares without Par Value
------------------------------------------------------------------------------
(Title of Class)

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

Number of outstanding shares of Great Basin's only class of capital stock as on
December 31, 2002.
46,861,364 Common Shares Without Par Value

Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

NOT APPLICABLE

Indicate by check mark which financial statement item Registrant
has elected to follow:

Item 17 [x] Item 18 [ ]

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

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

NOT APPLICABLE

CURRENCY AND EXCHANGE RATES

All monetary amounts contained in this Annual Report are,
unless otherwise indicated,expressed in Canadian
dollars. On April 30, 2003, the Federal Reserve noon rate for
Canadian Dollars was US$1.00:Cdn$1.4335
(see Item 3 for further historical exchange rate information).

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

Page

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS................................................2
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE..............................................................2
ITEM 3 KEY INFORMATION......................................................................................2
ITEM 4 INFORMATION ON THE COMPANY...........................................................................6
ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS........................................................41
ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..........................................................45
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...................................................54
ITEM 8 FINANCIAL INFORMATION...............................................................................55
ITEM 9 THE OFFER AND LISTING...............................................................................56
ITEM 10 ADDITIONAL INFORMATION..............................................................................59
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................................70
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES..............................................71
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.....................................................72
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS........................72
ITEM 15 [RESERVED]..........................................................................................72
ITEM 16 [RESERVED]..........................................................................................72
ITEM 17 FINANCIAL STATEMENTS................................................................................72
ITEM 18 FINANCIAL STATEMENTS................................................................................72
ITEM 19 EXHIBITS............................................................................................72

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable (this is an Annual Report only)

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable (this is an Annual Report only)

ITEM 3 KEY INFORMATION

A. Selected Financial Data

The following constitutes selected financial data for Great Basin for the last
five fiscal years ended December 31, 2002, in Canadian dollars, presented in
accordance with Canadian generally accepted accounting principles ("GAAP") and
United States GAAP.

(C$000) As at December 31
Balance Sheet Data 2002 2001 2000 1999 1998
-------- -------- -------- -------- --------

Total assets(Cdn GAAP) ........................ $ 21,232 $ 13,113 $ 22,654 $ 17,124 $ 9,617
Total assets (US GAAP) ........................ 21,959 13,113 22,654 17,124 9,617
Total liabilities (Cdn GAAP) .................. 2,189 26 470 108 216
Share capital and contributed
surplus (Cdn GAAP) ............................ 67,427 55,953 57,985 39,511 26,269
Share capital and contributed
surplus (US GAAP) ............................ 70,085 58,611 57,783 41,268 26,641
Deficit (Cdn GAAP) ............................ (48,384) (42,865) (33,801) (22,495) (17,567)
Deficit (US GAAP) ............................. (50,316) (45,523) (35,599) (24,141) (17,456)
Net assets (Cdn GAAP) ......................... 19,043 13,088 22,184 17,016 9,401
Net assets (US GAAP) .......................... 19,770 13,088 22,184 17,016 9,401

(C$000) As at December 31
Period End Balances (as at) 2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------

Working capital (deficiency) ............. $ 13,157 $ 7,494 $ 11,095 $ 5,886 $ 1,151
Plant and equipment, net ................. - 3 19 60 140
Mineral property interests ............... 5,878 5,583 11,063 11,063 8,103
Shareholder' equity (deficit) ........... 19,043 13,088 22,184 17,016 8,702
Weighted average number of
common shares outstanding .............. 43,785,007 38,182,137 30,481,267 21,123,704 15,276,491

No cash or other dividends have been declared.

(C$000 except per share amounts) Year ended December 31
-----------------------------------------------------------------------------
Statement of Operations Data 2002 2001 2000 1999 1998
-------- -------- -------- -------- --------

Investment and other income ................... $ 147 $ 364 $ 403 $ 124 $ 80
General and administrative expenses ........... 1,904 633 1,154 1,197 855
Exploration expenditure ....................... 3,370 2,877 10,152 3,660 2,961
Write down of mineral property interests ...... - (5,555) - (74) (1,396)
Loss according to financial
statements (Cdn GAAP) ......................... (5,519) (9,065) (11,306) (4,857) (5,355)
Loss according to financial
statements (US GAAP) .......................... (4,792) (9,925) (11,347) (6,313) (5,727)
Loss from continuing operations per
common share (Cdn GAAP)(2)..................... (0.13) (0.24) (0.37) (0.23) (0.35)
Loss per common share
(US GAAP)(2) .................................. (0.11) (0.26) (0.37) (0.30) (0.38)

Notes:

(1) Under Canadian GAAP applicable to junior mining exploration companies,
mineral exploration expenditures can be deferred on prospective properties
until such time as it is determined that further exploration is not
warranted, at which time the property costs are written off, or can be
expensed as incurred. Great Basin has expensed the exploration costs as
incurred until an independent feasibility study has determined that the
property is capable of economic commercial production, which treatment is
consistent with U.S. GAAP.

(2) Stock options and warrants outstanding were not included in the computation
of diluted loss per share as their inclusion would be antidilutive.

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

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

For year ended December 31
--------------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----

End of Period .... 1.43 1.59 1.52 1.47 1.54
Average for Period 1.57 1.55 1.49 1.49 1.48
High Period ...... 1.62 1.60 1.56 1.53 1.58
Low for Period ... 1.50 1.49 1.43 1.44 1.41

B. Capitalization and Indebtedness

Not applicable (this is an Annual Report only)

C. Reasons for the Offer and Use of Proceeds

Not applicable (this is an Annual Report only)

D. Risk Factors

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

Uncertain Project Realization Values. Great Basin defers (capitalizes)
acquisition costs incurred in connection with its Projects on its balance sheet
in accordance with Canadian GAAP. Although Great Basin believes these costs (of
approximately $5.8 million ) are recoverable, notwithstanding the mineralized
materials contained at the projects are not currently economically viable or
classified as ore, there can be no assurance that Great Basin could dispose of
the Projects for their financial statement carrying values, and in such
circumstances this would mean a diminution in the book value of shareholders'
equity.

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

Great Basin Has No History of Earnings and No Foreseeable Earnings. Great Basin
and its predecessor companies have a 15-year history of losses and there can be
no assurance that Great Basin will ever be profitable. Great Basin has paid no
dividends on its shares since incorporation and does not anticipate paying
dividends in the foreseeable future.

Going Concern Assumption. Great Basin's consolidated financial statements have
been prepared assuming Great Basin will continue on a going-concern basis.
Although at December 31, 2002 Great Basin had working capital of approximately
$13.2 million, the costs required to complete exploration and development of the
projects may be well in excess of this amount. Accordingly, unless additional
funding is obtained, this assumption will have to change and Great Basin's
assets may have to be written down to asset prices realizable in insolvency or
distress circumstances.

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

Great Basin's Share Price has Historically been Volatile. The market price of a
publicly traded stock, especially a junior resource issuer like Great Basin, is
affected by many variables not directly related to the exploration success of
Great Basin, including the market for junior resource stocks, the strength of
the economy generally, the availability and attractiveness of alternative
investments, and the breadth of the public market for the stock. The effect of
these and other factors on the market price of the common shares on the TSX
Venture Exchange and OTC Bulletin Board ("OTC-BB") suggests Great Basin's shares
will continue to be volatile. Great Basin shares have ranged between
approximately Cdn$0.38 and Cdn$3.30 in the last 3 years.

Great Basin's Directors and Officers are Part-Time and Serve as Directors and
Officers of Other Companies. Some of the directors and officers are engaged, and
will continue to be engaged, in the search for additional business opportunities
on their own behalf and on behalf of other companies, and situations may arise
where these directors and officers will be in direct competition with Great
Basin. Conflicts, if any, will be dealt with in accordance with the relevant
provisions of the Company Act (British Columbia). In order to avoid the possible
conflict of interest which may arise between the directors' duties to Great
Basin and their duties to the other companies on whose boards they serve, the
directors and officers of Great Basin have agreed that participation in other
business ventures offered to the directors will be allocated between the various
companies on the basis of prudent business judgement, and the relative financial
abilities and needs of the companies to participate; no commissions or other
extraordinary consideration will be paid to such directors and officers; and
business opportunities formulated by or through the other companies in which the
directors and officers are involved will not be offered to Great Basin except on
the same or better terms than they are offered to third party participants.

Value of Properties Do Not Necessarily Reflect Realizable Value. The amounts
attributed to Great Basin's properties in its financial statements represent
acquisition and exploration expenditures to date, and should not be taken to
necessarily reflect realizable value.

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

Likely PFIC Status Has Consequences for U.S. Investors. Potential investors who
are U.S. taxpayers should be aware that Great Basin expects to be a passive
foreign investment company ("PFIC") for the current fiscal year, and may also
have been a PFIC in prior years and may also be a PFIC in subsequent years. If
Great Basin is a PFIC for any year during a U.S. taxpayer's holding period, then
such U.S. taxpayer, generally, will be required to treat any so-called "excess
distribution" received on its common shares, or any gain realized upon a
disposition of common shares, as ordinary income and to pay an interest charge
on a portion of such distribution or gain, unless the taxpayer makes a qualified
electing fund ("QEF") election or a mark-to-market election with respect to the
shares of Great Basin. In certain circumstances, the sum of the tax and the
interest charge may exceed the amount of the excess distribution received, or
the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer
who makes a QEF election generally must report on a current basis its share of
Great Basin's net capital gain and ordinary earnings for any year in which Great
Basin is a PFIC, whether or not Great Basin distributes any amounts to its
shareholders. A U.S. taxpayer who makes the mark-to-market election, generally,
must include as ordinary income in each year, the excess of the fair market
value of the common shares over the taxpayer's tax basis therein.

Shares of Great Basin may be Affected Adversely by Penny Stock Rules. Great
Basin's stock may be subject to U.S. "Penny Stock" rules, which may make the
stock more difficult to trade on the open market. Great Basin's common shares
have traded on the TSX Venture Exchange (successor Exchange to the Vancouver
Stock Exchange) since November 6, 1987 (symbol-GBG). From December 14, 1990 to
February 9, 1999, Great Basin's shares traded on the National Association of
Securities Dealers automated Quotation System (NASDAQ). On February 9, 1999
Great Basin's shares ceased trading on NASDAQ and since February 10, 1999 Great
Basin's shares have traded on the Over-the-Counter Bulletin Board (symbol
GBGLF). For further details on the market performance of Great Basin's common
stock, see "Item 9 Nature of Trading Market." Although Great Basin's common
stock trades on the TSX Venture Exchange, Great Basin's stock may be subject to
U.S. "penny stock" rules. A "penny stock" is defined by regulations of the U.S.
Securities and Exchange Commission ("SEC") as an equity security with a market
price of less than US$5.00 per share. However, an equity security with a market
price under US$5.00 will not be considered a penny stock if it fits within any
of the following exceptions:

(i) the equity security is listed on NASDAQ or a national securities
exchange;

(ii) the issuer of the equity security has been in continuous operation for
LESS than three years, and either has (a) net tangible assets of at least
$5,000,000, or (b) average annual revenue of at least $6,000,000; or

(iii) the issuer of the equity security has been in continuous operation for
MORE than three years, and has net tangible assets of at least
$2,000,000.

If an investor buys or sells a penny stock, SEC regulations require that the
investor receive, prior to the transaction, a disclosure explaining the penny
stock market and associated risks. Furthermore, trading in Great Basin's common
stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to
non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers
who recommend Great Basin's securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale. Securities are exempt from this rule if their
market price is at least US$5.00 per share.

Penny stock regulations will tend to reduce market liquidity of Great Basin's
common stock, because they limit the broker/dealers' ability to trade, and a
purchaser's ability to sell, the stock in the secondary market. The low price of
Great Basin's common stock has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders. The low price of Great
Basin's common stock also limits Great Basin's ability to raise additional
capital by issuing additional shares. There are several reasons for these
effects. First, the internal policies of certain institutional investors
prohibit the purchase of low-priced stocks. Second, many brokerage houses do not
permit low-priced stocks to be used as collateral for margin accounts or to be
purchased on margin. Third, some brokerage house policies and practices tend to
discourage individual brokers from dealing in low-priced stocks. Finally,
broker's commissions on low-priced stocks usually represent a higher percentage
of the stock price than commissions on higher priced stocks. As a result, Great
Basin's shareholders pay transaction costs that are a higher percentage of their
total share value than if Great Basin's share price were substantially higher.

The rules described above concerning penny stocks may adversely affect the
market liquidity of Great Basin's securities. Great Basin can provide no
assurances concerning the market liquidity of its stock or that its stock will
not be subject to "penny stock" rules. For more information about penny stocks,
contact the Office of Filings, Information and Consumer Services of the U.S.
Securities and Exchange Commission, 450 Fifth Street NW, Washington, DC, 20549,
or by telephone at (202) 272-7440.

Significant Potential Equity Dilution. Great Basin has a significant number of
share purchase options (6,787,100) and warrants (10,046,327) outstanding, which
will likely act as an upside damper on the trading range of Great Basin's
shares. As a consequence of the passage of time since the date of their original
sale and issuance, no shares of Great Basin remain subject to any hold period
restrictions in Canada or the United States as of April 30, 2003, except those
(5,600,000 shares) issued in relation to a financing with net proceeds of $10
million which was completed January 30, 2003, and which are subject to a four
month hold period. The unrestricted resale of outstanding shares from the
exercise of dilutive securities may have a depressing effect on the market for
Great Basin's shares. Dilutive securities represent approximately 32% of Great
Basin's currently issued shares.

ITEM 4 INFORMATION ON THE COMPANY

SUMMARY

A. History and Development of the Company

1. The legal name of the company which is the subject of this Annual Report on
Form 20-F, is "Great Basin Gold Ltd." (herein "Great Basin" or the "Company").

2. Great Basin was incorporated in British Columbia, Canada on March 19, 1986.

3. Great Basin Gold Ltd. was incorporated on March 19, 1986, pursuant to the
Company Act (British Columbia), Canada, under the name Baron Ventures Ltd., by
registration of its memorandum and articles. On May 26, 1987, its name was
changed to Sentinel Gold Corp. and on September 15, 1987, its name was changed
to Pacific Sentinel Gold Corp. The term "Pacific Sentinel" herein is a reference
to Great Basin as it existed prior to December 31, 1997 the date of its most
recent reorganization.

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

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

4. The principal business events in Great Basin's 15-year history are (most
important and recent matters first):

(i) The acquisition of the right to purchase, on a phased basis, up to 100%
of Southgold Exploration (Proprietary) Limited ("Southgold"), a
Republic of South Africa ("RSA") company, which has the right to
acquire an 80% interest in the Burnstone Property in the RSA. The
Burnstone Property covers approximately 400 square kilometres and is
situated within the Witwatersrand Basin of South Africa.

(ii) The acuqisition of the Ivanhoe Property. The Ivanhoe Property consists
of a total of 924 unpatented claims, covering over 69 square
kilometres, located on federal land administered by the Bureau of Land
Management. It is situated on Nevada's 50-mile (80 kilometres) long
Carlin Trend gold belt.

(iii) The earn-in option agreement with Hecla Mining Company, whereby Hecla
can earn 50% of the Hollister Development Block, a portion of the
Ivanhoe Property in Nevada.Hecla has agreed to expend approximately
US$21.8 million on the Ivanhoe property in a two stage program to
ascertain commercial mining feasibility.

(iv) The acquisition of the Casino Property in the Yukon Territory, Canada.
The Casino Property comprises 161 mineral claims, comprising 2,318
hectares (5,728 acres). Of these, 138 claims are currently subject to
an agreement with Alexis Resources Ltd. ("Alexis"). By an agreement
dated December 31, 2000, Great Basin consented to the assignment of the
option interest of Alexis to Wildrose Resources Ltd. By agreement dated
July 15 2002, Great Basin agreed to option the Casino property to CRS
Copper Resources Ltd. ("CRS"). For further details see Casino Property
Description below.

5. Great Basin's principal capital expenditures and material divestitures over
the three fiscal years ended December 31, 2002 are as follows:

Casino and
Year Ivanhoe other Burnstone
---- ---------- ----------- ----------

(i) Amounts Defferred (capitalized or invested)

2002 $ 295,000 $ - $ 1
2001 75,745 - -
2000 - - -

(ii) Amounts Expensed as Exploration Expenses

2002 829,022 (49,463) 2,590,826
2001 2,865,168 11,906 -
2000 10,147,409 4,370 -

(iii) Amounts Written Off

2002 - - -
2001 - 5,555,292 -
2000 - - -

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

Ivanhoe Casino and other Burnstone
------- ---------------- ---------

2003 Activities C$0.5 million nil US$5.2 million

B. Business Overview

1. Great Basin's Business Strategy and Principal Activities

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

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

Great Basin owns its Ivanhoe and Casino Projects outright but potential mining
operations are nevertheless subject to extensive government regulation. The
Company has an option to purchase Southgold Exploration (Pty) Limted, which has
options to acquire 80% interest in the Burnstone Project. The Ivanhoe Project
located in Nevada hosts a number of high grade gold-silver vein systems that are
potentially amenable to underground mining. The federal government of the United
States and the state government of Nevada have jurisdiction over activities and
communities, habitat users and other interests that may be affected by mining.
In particular, the Bureau of Land Management has jurisdiction over the land on
which the Ivanhoe property is located. Nevada's gold mines are ranked among the
largest and most profitable in the world. The Casino Project hosts a
large-tonnage mineral resource that is potentially exploitable by open pit
mining, but which cannot currently be economically mined due to prevailing metal
prices. The provincial government of the Yukon and the federal government of
Canada both have jurisdiction over a wide variety of activities and persons
affected by mining including local communities, habitat users and other persons
claiming to hold a stake in the outcome of mining activity. The Burnstone
Project hosts the Kimberley Reef, a geological unit containing moderate to
high-grade gold mineralization that is potentially amenable to underground
mining. The federal government of the Republic of South Africa has jurisdiction
over activities and communities, habitat users and other interests that may be
affected by mining. In particular, the Department of Mines and Energy ("DME")
has jurisdiction over the land on which the Burnstone property is located. South
Africa's gold mines are ranked among the largest in the world. More gold has
been produced from mines on the Witwatersrand basin of South Africa than from
those in any other country.

2. Funding Initiatives - Equity and Property

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

(b) On August 6, 2002, Great Basin and NYSE-listed Hecla Mining Company
("Hecla") announced that they had signed Earn-in and Joint Operating
Agreements for the Hollister Development Block, which encompasses an area
including the Clementine-Gwenivere vein systems on the Ivanhoe Property.
The Agreements provide that Hecla will be granted an option to earn a 50%
working interest in the Hollister Development Block in return for funding a
US$21.8 million, two-stage, advanced exploration and development program,
or otherwise achieves commercial production, and issues 4 million Hecla
share purchase warrants to Great Basin. Concurrent with in proportion to
the Hecla warrants, Great Basin will issue 2 million share purchase
warrants to Hecla. As of the date of this Annual Report, Hecla had issued
2 million warrants to Great Basin, and Great Basin had issued 1 million
warrants to Hecla. For further details, see Item 4D1.

C. Organizational Structure

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

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

D. Property, Plants and Equipment

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

FURTHER PARTICULARS OF GREAT BASIN'S PROPERTIES

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

Geological Terms

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.

Mineral Symbols Au - Gold; Cu - Copper; Pb - Lead; Ag - Silver; Zn -
Zinc; Mo - Molybdenum.

Mineralized Material A mineralized body that has been delineated by
appropriately spaced drilling and/or underground sampling to
support an estimate of size by tonnage and average grade of
metals. Such a deposit does not qualify as "ore" or a reserve,
which would require a comprehensive evaluation based upon unit
cost, grade, recoveries, and other factors relating to
engineering, legal, financial and economic feasibility.

Ore A mineral or aggregate of minerals, more or less mixed with
gangue (non-valuable metalliferous minerals), which can be
profitably mined given the economic circumstances at the time of
the assessment. Great Basin does not hold any interest in
properties where the mineralization has been determined to
currently be ore.

Paleoplacer or
Witwatersrand
Gold Deposit An ancient surficial deposit that was formed by mechanical
concentration of heavy mineral particles, such as gold, from
weathered debris which has since been covered by younger rocks
and is no longer visible on surface. The Witwatersrand Basin in
South Africa hosts the most well known examples of this type of
gold deposit.

Porphyry Deposit An igneous rock containing conspicuous crystals or
phenocrysts in a fine-grained groundmass; also a type of mineral
deposit in which ore minerals are widely disseminated, generally
of low grade but large tonnage

Sulphide A compound of sulphur with another element, typically a metallic
element or compound.

Currency and Measurement

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

Conversion of metric units into imperial equivalents is as follows:

Metric Units Multiply by Imperial Units
------------ ----------- --------------

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

(1) The Ivanhoe Property, Nevada, U.S.A.

Acquisition Agreements

(i) Newmont Agreement

Pursuant to the terms of a purchase agreement (the "Ivanhoe Purchase Agreement")
dated August 13, 1997, between Newmont Exploration Limited, a Denver based
international mining company ("Newmont"), Touchstone Resources Company
("Touchstone"), a Nevada company owned by Cornucopia Resources Ltd.
("Cornucopia" but subsequently renamed Stockscape.com Technologies Inc., which
itself was subsequently renamed Quest Investment Corporation) and Great Basin's
subsidiary, Great Basin Gold Inc. ("GBGI"), GBGI acquired Newmont's 75% interest
in the Ivanhoe property. 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 Franco-Nevada Mining Corporation and Euro-Nevada Mining Corporation; and
45 claims are subject to conditions under a lease agreement with the
Hillcrest/Finley River partnership (described below). All claims are subject to
annual maintenance payments to the Bureau of Land Management (BLM) and Elko
County.

The 45-claim Hillcrest/Finley River claim block is under an 80-year lease from
the Hillcrest/Finley River partnership. Finley River Company, L.L.C. acquired
the interest previously held by Auric Metals Corporation on October 27, 2000.
This partnership retains an underlying NSR of 2% and receives annual lease
payments of $50,000. In each 20-year renewal period the annual lease payments
will be increased by US$5,000. Franco-Nevada Mining Corporation and Euro-Nevada
Mining Corporation hold an additional net 3% NSR on the Hillcrest/Finley River
claims.

Under the Ivanhoe Agreements, GBGI agreed to share Newmont's future reclamation
costs for past mining at Ivanhoe on the basis of one third of such expenditures
over US$4.5 million but less than US$6 million (US$500,000 maximum) and 25% of
expenditures over US$6 million. Under the Ivanhoe Purchase Agreement, Newmont
retains ownership to 62 of the Ivanhoe Property mining claims (the "Reclamation
Area") until reclamation is complete at which time GBGI will have the option but
not the obligation to accept conveyance of the Reclamation Area for no further
consideration. Newmont's original estimates for reclamation were in the
US$4.5-US$6 million range. Newmont has advised Great Basin that to December 31,
2000, US$6.3 million has been spent. During 2002, the Company paid US$4,996
(2001 - US$19,828) to Newmont for the Company's 25% share of actual reclamation
costs incurred and accrued $83,288 for future reclamation. Great Basin also
purchased, as a condition of Touchstone entering into the Ivanhoe Purchase
Agreement, 1,100,000 units (comprised of one common share and one warrant) in
the capital of Cornucopia (the then-parent company of Touchstone), for $1.00 per
unit. The shares comprised in these units were sold in 1998.

(ii) Touchstone Agreement

On March 2, 1999, Great Basin entered into an agreement with Stockscape.com
Technologies Inc. (formerly Cornucopia Resources Corp., but now renamed Quest
Investment Corporation) and Touchstone (then a wholly owned subsidiary of
Cornucopia and the company which held a 25% working interest in the Ivanhoe
Property), to acquire all the shares of Touchstone. The acquisition closed on
June 30, 1999. The purchase of Touchstone increased Great Basin's interest in
the Ivanhoe Project from 75% to 100%, subject to the royalties and other
obligations noted above.

Great Basin understands Stockscape subsequently sold the 2.75 million common
shares of Great Basin received for the Touchstone sale but that Stockscape, now
renamed Quest Investment Corporation, holds 510,500 common shares of Great Basin
as of the date of this Annual Report.

(iii) Other Ivanhoe Acquisition Agreements

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

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

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

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

At December 31, 2002, the Ivanhoe Property consists of a total of 924 unpatented
claims, covering over 69 square kilometres, located on federal land administered
by the BLM.

Other Property Agreements

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

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

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

Hecla will vest with a 50% interest in the Development Block after it completes
the two stages of exploration and development, commences commercial production
and issues share purchase warrants as described below. In the event that the
results of the feasibility study recommend a larger scale project, Hecla can
vest its 50% working interest by paying the amount of the Stage 2 costs or a
cash amount (the lesser of US$11.5 million and US$21.8 million less actual Stage
1 costs) into the Joint Venture to fund development capital and the parties will
proceed on a 50/50 basis.

Under the terms of the Earn-In Agreement, Hecla initiated engineering and
permitting. Upon receipt of the appropriate permits, Hecla will continue with
the Stage 1 expenditures and complete the program within 12 months. Hecla must
indicate its intention of proceeding to Stage 2 within 45 days of the completion
of Stage 1, and then complete the Stage 2 program within the following 12
months.

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

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

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

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

Ivanhoe Property - Technical Summary

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

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

The geological setting of the gold mineralization at Ivanhoe has many
characteristics in common with other Carlin Trend deposits. Exploration efforts
by previous operators at Ivanhoe had focused on outlining near-surface gold
mineralization with open pit potential. There was past open pit production of
115,696 ounces (3.6 million grams) of gold from the "Hollister" area of the
Property. Great Basin's exploration program has and will continue to test the
potential for moderate to deep, high-grade gold deposits on the property.

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

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

In August 2002, Great Basin entered into an agreement with Hecla Mining Company,
whereby Hecla can earn a 50% interest an area called the Hollister Development
Block, which is within and is approximately 5% of the total area of the Ivanhoe
Property, by funding a two-stage advanced exploration and development program
leading to commercial development of the Clementine-Gwenivere high grade vein
systems.

Location and Access

The Ivanhoe Property is located at latitude 41 degrees 06' north and longitude
116 degrees 31' west, in Townships 37 and 38 North, Range 48 East, Ivanhoe
Mining District, Elko County, Nevada. Approximate straight-line distances to
nearby landmarks and towns include the Willow Creek Reservoir 5.5 miles (8.8
kilometres) to the north, Elko 50 miles (80 kilometres) to the south-southeast,
Battle Mountain 37 miles (59.2 kilometres) to the southwest, and Midas 14 miles
(22.4 kilometres) to the northwest. Shortest access to the Property from the
Interstate 80 freeway corridor is by gravel roads north of Battle Mountain over
a distance of roughly 50 miles (80 kilometres). Battle Mountain is the nearest
town with full service facilities. The nearest mining infrastructure is at the
Dee Mine, located 8 miles (12.8 kilometres) by road to the southeast. Major
power transmission lines lie just off the southeastern corner of the Property,
and a sub-station is located 5 miles (8 kilometres) to the east. Elko is the
support hub for mining operations on the Carlin Trend, and has a well-developed
transportation network (air, rail, and road), workforce pool, and contractor
service base.


                       Figure 1: Ivanhoe Property Location

History

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

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

Environmental Matters

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

Property Geology

The Ivanhoe  Project is situated  near the northern end of the Carlin  Trend,  a
northwest-trending,  50-mile  (80-kilometre)  long  metallogenic  corridor.  The
alignment  of  deposits  along the  Carlin  Trend  resulted  from a  long-lived,
deep-seated  northwest-oriented  crustal fracture system;  hydrothermal  systems
emplaced gold into  receptive  sedimentary  and volcanic  lithologies  along the
structural  corridor.  Accordingly,  the key ore controls for  Carlin-type  gold
deposits are a combination of structural  preparation  and favorable host rocks.
As it is  postulated  that  magmatic  activity  is a heat and/or  metal  source,
association  with  intrusive  rocks is an  important  geological  factor  in the
occurrence of the Carlin Trend gold deposits.

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

The  Hollister  deposit is a large  low-grade  gold  system in Miocene  volcanic
rocks.  This  deposit  represents  near-surface  leakage  from a  deeper,  Valmy
formation hosted,  high-grade gold feeder system. The Ordovician Valmy Formation
in the area of the mineralized  veins consists of light grey quartzites  (quartz
arenites), dark grey, muddy or argillaceous quartzites, black, sandy argillites,
black  massive  argillites  and  black  to  grey  laminated  argillites.  A core
intercept  of 2.4 feet grading  32.54 oz.  Au/ton (0.7 metres  grading  1,115.67
g Au/t) in the west  Hollister area from 1994 drilling by Newmont is interpreted
to be an example of 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
to delineate the Hollister feeder vein system.  This has been the focus of Great
Basin's efforts since acquiring the property.

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

Recent Exploration

The goal of Great Basin's exploration program at Ivanhoe is to locate high-grade
gold deposits that are mineable by underground methods. In general,  exploration
will be based on comparisons to the Ken Snyder Mine at Midas, located further to
the northwest on the Carlin Trend, and the Goldstrike area (i.e.  Post-Betze and
associated deposits).  The comparison with 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 leakage
anomalies  in  both  the  Hollister  and  Hatter  areas;   the  ore  controlling
structures;   the  Lower  Palaeozoic   stratigraphy;   and  the  association  of
mineralization with an intermediate  composition intrusive body (i.e. the Hatter
Stock).

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

An initial  drilling  program by Great Basin at Hollister in January 1998 tested
one of the vein systems  containing  a 1994  Newmont  core  intercept of +30 oz.
Au/ton  (+1,029 g Au/tonne).  Using a N40E  oriented  fence of six vertical core
holes at 25 foot (7.6 metre) spacing, Great Basin's drilling crosscut high-grade
intercepts  in the  northern  area of the  deposit.  Hole  IH004  pierced a very
high-grade  vein zone of 4.6 feet grading  11.13 oz. Au/ton and 103.4 oz. Ag/ton
(1.4 metres  grading 381.6 g Au/tonne and 3,545.17 g Ag/tonne)  within a thicker
interval of 10.6 feet  assaying 4.96 oz. Au/ton and 47.8 oz. Ag/ton (3.23 metres
at 170.06 g Au/tonne and 1,638.87 g Ag/tonne). Unlike the Newmont drilling, this
hole was not lost and another intercept of 12.6 feet grading 1.64 oz. Au/ton and
39.0 oz.  Ag/ton (3.84  metres at 56.23 g 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-electrum  veining reported in the Valmy Formation and the
Ivanhoe area. The first hole in the fence of drilling, IH002, intercepted a very
thick  banded,  brecciated  and  cockscomb-textured  micro to  cryptocrystalline
quartz vein zone with minor  disseminated  sulphides.  This style of veining had
not previously been  demonstrated in the upper plate Valmy rocks anywhere on the
Carlin  Trend.  Smaller but  similar  vein  intercepts  were found in 5 of the 6
holes, with the higher-grade zones in 1H004 displaying the most interesting vein
and sulfide mineralogy. Great Basin's geologists noted several similarities with
high-grade  core samples from the nearby Ken Snyder Mine in the Midas  District,
owned by  Franco-Nevada  Mining Corp.  These include visible  electrum,  a black
silver  selenide series mineral  naumannite-aguilarite,  and quartz vein banding
with quartz  pseudomorphs  after  bladed  calcite;  the  presence  of  electrum,
naumannite-aguilarite,  pyrite, and kaolinite - an assemblage similar to that in
the Midas area - was later  confirmed by  petrographic  work.  The vein zones at
Midas are hosted in volcanic  rocks,  which are  age-equivalent  to the Tertiary
bi-modal  suite  overlying  the Ivanhoe area.  These same volcanic  rocks do not
appear  to  host  vein  zones  at  Hollister,   but  rather,  occur  as  diffuse
argillic-altered zones of low-grade gold mineralization. The Midas-style veining
at Hollister is hosted  predominantly  in the underlying  Ordovician-aged  upper
plate Valmy Formation.

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

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

Beginning in 1999,  reverse  circulation  precollars  were  drilled  through the
Tertiary  strata  to  reduce  overall  drilling  costs,   increase  the  average
penetration   rate,  and  to  avoid  "squeezing   ground"  where  the  pervasive
argillically-altered  tuffaceous  rocks made it difficult to keep the hole open.
Problems with drooping or steepening in the RC precollars was minimized  through
constant  experimentation with different types of downhole tools and stabilizers
in the early drilling phase, and casing and  gyro-surveying  to ensure that hole
had not deviated too far for core drilling to hit its target.

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

Approximately  $10.0  million was spent on  exploration  in 2000,  including 143
drill holes,  totalling  141,832 feet (43,230  metres).  Drilling in 2000 in the
Hollister  area  extended  the strike  length and  number of  gold-silver  drill
intercepts on the Clementine and Gwenivere vein systems:  the Clementine  system
was outlined over a strike length of 3,000 feet (914 metres),  and the Gwenivere
system  over a strike  length of 2,000 feet (610  metres).  In  addition a third
system, called South Gwenivere, was discovered and traced over at least 500 feet
(152 metres) (see Figure 3).  Analytical results from holes drilled in 1998-2000
are  tabulated  in the 2000  Annual  Information  Form and in a 2000  report  by
Akright.

Exploration  in 2000 also took place  outside of the immediate  Hollister  area.
Drilling  at  Velvet,  an area  located  1,400  feet (425  metres)  north of the
Clementine vein system, encountered high-grade gold mineralization in a new vein
system.  Rotary hole 204  returned  15 feet of 0.56 oz. Au /ton,  (4.6 metres of
19.20 g Au /tonne)  including  5 feet of 1.04 oz. Au /ton (1.5 metres of 35.65 g
Au/tonne) in a banded quartz vein intersection in Valmy Formation quartzites.

At Hatter, located to the east of the Hollister area, the enclosing stratigraphy
is composed  of  quartz-rich  clastic  sediments  and a  composite  granodiorite
intrusion.  Holes  in  the  Hatter  Stock  were  drilled  at  shallow  45-degree
inclination  to give maximum  exposure to shallow,  epithermal  targets at about
1,300  feet  (396  metres)  below  surface.  Although  one of  these  holes  hit
narrow-banded  and/or sulphidic veins, only modest gold values were encountered.
Historical gold intersections at Hatter are either (a)  proximal-internal to the
stock or (b)  proximal-external  to the stock in an area that is cut by  several
dykes   compositionally   similar  to  the  Hatter   Stock.   Significant   gold
intersections have been obtained from depths up to 2,450 feet (747 metres) below
surface,  including  2.39 oz.  Au/ton  over 1 foot  (81.94 g  Au/tonne  over 0.3
metres)  in  hole  IH174.  Gold  mineralization  at  Hatter  appears  to lies at
significantly  lower  elevations  than the  veins  successfully  drilled  in the
Hollister area.

Preliminary  three dimensional (3D ESCAN) processing of a 1990 resistivity field
data set revealed a  distinctive  resistive  envelope  signature  enclosing  the
Clementine-Gwenivere  vein systems. A new ESCAN survey was undertaken in 2000 to
complement and expand the 1990 data coverage, and extended to the north from the
Velvet-Butte  trend and to the south and east over the Hatter  stock area.  Over
1,600 potential fields originating from over 1,600 current injection points were
measured;   these  are  defined  by  over  84,000  individual   potential  field
measurements.   Three   anomalies  were   identified   for  testing.   Soil  and
lithogeochemical  surveys,  totalling  2,325 soil samples and 654 rock  samples,
were carried out over the grid-area  established for the 3D ESCAN surveys.  Weak
pathfinder-element  geochemical anomalies were outlined that correspond with the
three ESCAN targets. These targets have not yet been tested.

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

The last hole completed in 2001,  IH-214,  was designed to test for the presence
of Devonian  carbonates  (Popovich and Roberts Mountain  Formations) beneath the
Roberts Mountain Thrust in the Hollister area. A precollar was drilled and cased
to 1,400 feet (425 metres)  where it was  determined  that the casing would seal
the hole and eliminate any drilling fluid losses. The core drilling proceeded to
5,500 feet (1,675 metres) using HQ equipment, was changed to NQ equipment with a
20-foot  core barrel and the hole  completed to total depth of 6,940 feet (2,115
metres).

The deep  hole  shows  that the  platform  carbonates  of the  Roberts  Mountain
Formation extend west under the Hollister deposit.  Samples from the base of the
Rodeo Creek  Formation  immediately  above the Roberts  Mountain  Formation (the
location of many of the Carlin Trend  deposits)  are anomalous in Au, Ag, As and
Sb,  although the  intersection  is not of ore grade.  However,  the presence of
mineralization in stratigraphy  indicates that many of the criteria contributing
to the  formation  of a  "Carlin-type"  deposit  could be  present  beneath  the
Hollister-Hatter area.

A  re-interpretation  of  exploration  information  for the eastern  half of the
property  resulted in the recognition of a second major  structural trend on the
Ivanhoe property.  The north-northwest trend of the newly identified major fault
structures is the same as the principal  ore-bearing structure at Ken Snyder and
other mines in northeastern Nevada. This new structural trend provides potential
to find significant, additional high-grade gold vein systems.

Sampling and Analyses

This is a summary of the procedures  used on the Ivanhoe  project by Great Basin
from 1998 to 2001. Primary exploration targets in the Ordovician Valmy Formation
are sampled by HQ (2.5 inch/6.35 cm diameter) core drilling;  a few holes are NQ
(1.875 inch/4.76 cm) core. The average recovery for all core is 91.7%, and 91.3%
within mineralized intervals.

Drill core is generally sampled over geologically  defined intervals,  averaging
4.8 feet (1.46 m).  About  96.9% of core  intervals  are  sampled by  mechanical
splitting;  the remainder is sawn (3%) and or sampled whole (0.1%).  The average
length-wise half-split sample provides 12 pounds (5.4 kg) of material,  which is
transported to the ALS Chemex sample preparation laboratory in Elko, Nevada. The
remaining half core is returned to the boxes and stored at Battle Mountain.

To assess secondary  exploration targets,  which occur in the overlying Tertiary
rocks, all cuttings/chips from the 6-inch (15.2 cm) diameter RC pre-collar drill
holes are  passed  through a cyclone.  From this,  8 to 10 pound (3.6 to 4.5 kg)
sub-samples  are collected  for every 5 feet (1.5 m) of hole  drilled,  wherever
recovery  is  sufficient  to provide a  representative  sample.  The samples are
picked up at the drill rig and  transported  by laboratory  personnel to the ALS
Chemex sample preparation facility in Elko.

Sample preparation work completed at ALS Chemex in Elko includes: drying, weight
determination,  crushing and  pulverization  of regular  mainstream  samples and
blanks,  insertion  of Great Basin  standard  reference  samples,  crushing  and
splitting out of duplicate (core) samples for analysis at a second laboratory.

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

Quality Control

Additional analyses required for this quality  assurance/quality  control (QAQC)
program  exceeds 10% of the overall  analytical  results for drill core,  and is
separate  from  the  internal  procedures  used at the  analytical  laboratories
themselves.  Five main samples types are recognized in this program: MS -Regular
or mainstream samples submitted for preparation and analysis at the primary lab.
Constitute  about 90% of total number of results.  ST - Mineralized  standard or
reference  sample pulps,  of known precious metal  concentration,  prepared from
coarse drill rejects from earlier Ivanhoe drilling. Standards were submitted for
analysis at the primary lab as consecutively numbered pulps within each batch of
mainstream pulps. About 1 in 20 samples are ST, or 4.9% of total. DP - Duplicate
samples, of which there are three basic sub-types:  (a) Lab-Lab - A second split
taken from coarse  sub-sample with the same sample number for  pulverization and
analysis at a second lab. About 1 in 20 samples,  or 4.9% of total. (b) Selected
- A second split taken,  usually  based on grade,  after the initial  analytical
results are received.  These samples may or may not be  re-numbered,  and may be
assayed at the primary, secondary, or other lab. (c) In Line - A second split is
taken  from the in the field or from the  coarse  sub-sample  and given the next
consecutive sample number, for pulverization and analysis with the MS samples at
the primary lab immediately  following the duplicated sample. SD - Duplicates of
standard  reference samples submitted for analysis with lab-lab  duplicates at a
second lab in (a) above.  Constitute about 1 in 13 of DP samples, or 0.3% of the
total. BL - Coarse blank sample (basically a standard with no appreciable grade)
that is inserted  immediately  following  a visibly  high-grade  sample  through
crushing,  pulverization  and  analytical  stages at the primary lab.  Frequency
varies,  usually inserted to follow visible  high-grade  samples,  about 0.3% of
total.

Analyses

This is the  analytical  protocol  that has been in effect since  mid-1998,  and
applies to the bulk of the Great Basin data. Five analytical  laboratories  have
been used:

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

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

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

4.   Bondar-Clegg,   Sparks,  Nevada  and  North  Vancouver,   BC  did  standard
     preparation and some duplicates in 1998; and

5.   Assayers Canada, Vancouver, BC did some duplicates in 1998.

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

Core samples are also assayed for silver by  nitric-hydrochloric  acid digestion
and AAS finish with  results  reported  in  grams/tonne.  Silver  assays of >350
g/tonne are re-analyzed by one-half assay ton FA fusion with Grav finish.

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

Forty-one  samples  from drill holes  IH-002  through  IH-004 were  analyzed for
arsenic (As),  antimony (Sb),  selenium (Se) and mercury (Hg) by AAS in addition
to ICP. The  following  analytical  methods  were used:  As in parts per million
(ppm) by HNO3-Aqua  Regia  digestion,  hydride AAS, Sb and Se (ppm) by HCl-KClO3
digestion,  organic extraction AAS, and Hg (ppb) by HNO3-HCl digestion flameless
AAS.

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

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

Sample Storage and Security

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

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

Selected RC and drill core  crushed  rejects are stored at a warehouse in Battle
Mountain.  Most of the higher grade  rejects from the 1998  program,  all of the
year 1999 rejects,  and  approximately 10% of rejects for the year 2000 drilling
are retained.  The year 2000 retained rejects include: all samples with an assay
grade >/= 0.05 oz/ton Au  equivalent,  and the two  adjoining  samples on either
side, and all samples from drill holes IH-072,  IH-076,  IH-087,  IH-103, IH-132
and IH-136. All other rejects were discarded.

Current Estimates of Mineralization - Clementine-Gwenivere Vein Systems

Cautionary Note to US Investors  concerning estimates of Inferred Resources This
section uses the term "inferred  resources." We advise U.S. 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 an Inferred Mineral Resource will even be upgraded to a higher category.
Under Canadian rules,  estimates of Inferred Mineral  Resources may not form the
basis of feasibility or other economic studies. U.S. investors are cautioned not
to assume that part or all of an inferred resource exists, or is economically or
legally mineable.

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 that make up the Ivanhoe  deposit.  The  detailed
review was carried out by Qingpeng Deng,  Ph.D.,  James A. Currie,  P.Eng.,  and
Derek C. Rance,  P.Eng.  The  independent  qualified  person for the estimate is
James A. Currie, PEng.

Resource  modeling was carried out using a  three-dimensional  solid  geological
model for each vein, and grade  estimation for blocks within a vein using capped
assay samples within the same vein. All the estimated material was classified as
inferred. The results of the resource calculation are tabulated below:


                  Inferred Mineral Resources - Ivanhoe Property

Cutoff                             '000s       Au       Ag       Au         Ag
oz/ton        Vein                  Tons     oz/ton   oz/ton  000's oz  000's oz
------        ----                 -----     ------   ------  --------  --------

0.25          Central Clementine ..  181     1.449     8.323     262       1,508
              South clementine.....  221     1.547     6.119     342       1,352
              Gwenivere ...........  132     1.218    12.268     161       1,617
              Gwenivere S1 ........   44      .631     2.432      28         108
              Gwenivere S2 ........   34     1.953    11.135      67         382
              S Gwenivere 1 .......   22     0.737     1.312      16          29
              S Gwenivere 2 .......   84     0.594      .445      50          38
                                     ---     -----      ----      --       -----
              Total                  719     1.288     7.000     926       5,033
                                     ===     =====     =====     ===       =====

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

Metallurgical Testwork

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

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

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

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.  There is no certainty that the preliminary assessment will
be realized.

Having  completed  a  three-dimensional  block  model for each vein  group,  and
conducting substantial geological interpretation,  Great Basin is satisfied with
the quality and  continuity  of the  mineralization.  The  preliminary  economic
assessment  or  evaluation  was completed  primarily to provide  guidance  about
whether to  proceed  further  with the  exploration,  development  and mining of
high-grade veins at Ivanhoe.

At this preliminary  level of engineering,  the criteria,  methods and estimates
are conceptual. They are mainly based on established industry practice and prior
cost experience.  Further,  Elko County is a well-developed mining district that
has significant mining  infrastructure and a comprehensive history of associated
costs.

Costs  are  not  based  on  detailed  engineering  and  are at  the  preliminary
assessment or conceptual  level. For the purpose of this  evaluation,  advice on
mining  methods and costs were obtained from Hecla Mining  Company,  experienced
vein miners who recently operated the Rosebud mine northwest of Ivanhoe; Dynatec
Corporation,  who were the  prime  construction  contractors  and then  contract
operators  of the  nearby  Ken  Snyder  mine at  Midas;  and  Merit  Consultants
International Inc., who have managed several construction projects in the Carlin
Trend.

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

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

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

Exploration Plans for 2003

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


                    Figure 2: Underground Development Layout


(2) The Burnstone Gold Property, South Africa

Readers are cautioned that certain historical  information provided herein about
the Burnstone Gold Property, and the Witwatersrand Basin in which it is located,
uses  terminology  which is dated and so may not be  comparable  to the  current
discussion which employs mandated terminology.

Property Agreements

Great  Basin  entered  into an option  agreement  date  November  5, 2002  ("the
Agreement") to purchase, in two  interdependent-stages,  up to 100% of Southgold
Exploration (Proprietary) Limited ("Southgold"),  a privately held South African
corporation  that holds rights to purchase the Burnstone  property  subject to a
third party's right to  participate in 20% in the property.  Upon  completion of
the  purchase,  Great  Basin will have an 80%  interest  in the  Burnstone  Gold
Project.

Prior to November  2002,  Southgold had entered into a joint  venture  agreement
with Tranter Investments  (Proprietary)  Limited  ("Tranter"),  a Black Economic
Empowerment Group ("BEEG") partner, whereby Tranter could acquire a 20% interest
in the Burnstone project subject to certain conditions, that were required to be
completed by March 31, 2003. Tranter could maintain its 20% participating  joint
venture interest by funding its pro-rata share of all development,  construction
and property costs after the completion of a Bankable Feasibility Study. Tranter
would have the right,  subject to certain conditions,  to purchase on commercial
terms an additional 6%  participation  interest in the Burnstone  Joint Venture.
Not all  conditions  were met by Tranter by March 31, but  Southgold and Tranter
are working  together along with Great Basin to extend the agreement on mutually
acceptable  terms  and  conditions,  although  there is no  certainty  that such
negotiations will consummate.

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

On exercise of tranche one, Great Basin, on or before April 30, 2003, must agree
to pay US$2 million cash and issue of 10 million Great Basin common shares and 5
million Great Basin share purchase warrants. Great Basin gave notice to exercise
tranche one on April 29, 2003 and is moving to complete the closing.  A finder's
fee of approximately 2% is payable, to a maximum of US$1 million, as Great Basin
acquires Southgold and makes expenditures on Burnstone Property. To December 31,
2002, $164,000 of this finder's fee had been accrued.  Southgold can be acquired
by a second  tranche of payments,  on or before  January 31, 2004, of 11 million
Great Basin common shares and 5.5 million Great Basin share  purchase  warrants.
If a Bankable  Feasibility  Study is not  completed  by January  31,  2004,  the
Company can make 50% of the second tranche  payments on each of January 31, 2004
and July 31, 2004. Any Great Basin shares issued to Southgold  shareholders  are
subject to a voting trust agreement,  whereby the holders undertake to vote with
Great Basin management for a period of five years.  Southgold  shareholders will
be entitled to nominate  two members to the Board of  Directors  of Great Basin.
Additional shares may become issuable by Great Basin to Southgold's shareholders
depending on certain  outcomes with respect to the Bankable  Feasibility  Study,
such as the quantity of gold reserves,  gold  production  costs,  and the actual
cost of the study.

As noted  above,  Great Basin is  committed  to an initial  US$1.5  million work
program,  including  in-fill  drilling at Burnstone.  This program was completed
prior to April  30,  2003.  This  initial  work  program  was  agreed  upon by a
Management Committee  consisting of representatives from Great Basin,  Southgold
and Tranter.  Results from this  program  will be  incorporated  into a Bankable
Feasibility  Study. Great Basin has assigned certain of its rights in connection
with the Agreement to a Cayman subsidiary.

Project Summary

The following  was  summarized  from reports  completed for Great Basin by Behre
Dolbear  and  Company  Ltd.,  GeoActiv  Exploration  (Pty)  Limited  and company
information.  The Burnstone  property is situated in the Mpumalanga  Province of
the  Republic  of  South  Africa,  and in  the  South  Rand  gold  field  of the
Witwatersrand  basin.  The property is located  6.5 kilometres  southeast of the
village of Balfour,  and approximately 80 kilometres  southeast of Johannesburg.
Property  holdings  encompass 26,470 hectares,  situated on portions of 16 farms
held under option by Southgold.

The Witwatersrand basin is mainly comprised of a sedimentary  sequence of shale,
quartzite and conglomerate underlain by an Archean  granite-greenstone  basement
and uncomformably overlain by volcanic and sedimentary rocks of the Ventersdorp,
Transvaal  and Karoo  Groups.  A sequence of  northeast-southwest  compressional
events has shaped the Witwatersrand  basin. These deformational  events occurred
both  during and  subsequent  to  deposition  of the  Witwatersrand  sedimentary
sequence. Syn-depositional deformation has played a key role in distributing the
sediments in the basin and has also  controlled the  occurrence of  gold-bearing
conglomerates.  The Sugarbush fault system is one of several major faults in the
northeastern part of the Witwatersrand basin, where the South Rand gold field is
located.  Monoclinal  folding  occurred  as  a  result  of  oblique-reverse  and
strike-slip  movements  between the faults.  Later compression and doming caused
further structural disruption.

Mineralized areas in the Witwatersrand basin are referred to as gold fields. The
main  gold   fields  are  thought  to  occur   where   significant   amounts  of
coarse-grained  material  entered the basin via fluvial systems where several of
these fluvial systems coalesced  laterally,  over time,  concentrating the gold.
The  Burnstone  Project is located on the  northern  edge of the South Rand gold
field, immediately south of the east-northeasterly-striking Sugarbush fault. The
main mineralized horizon is the Kimberley Reef, one of the four main mineralized
horizons in the  Witwatersrand  basin. In the Burnstone area, the Kimberley reef
and its host rocks occur in a series of  west-northwest  trending  fault blocks,
which are  downthrown  on the north side.  The  Kimberley  Reef occurs at 200 to
1,000  metres from surface in these fault  blocks  under  Ventersdorp  Group and
Central  Rand Group  rocks.  Compared  to the reefs in other parts of the basin,
this is a relatively shallow depth.

The  Burnstone  deposit has been  explored by diamond  drilling by several large
South  African  mining  houses  such as Union  Corporation,  Gencor,  and  Anglo
American,  as well as  Southgold.  Mineral  resources  are known to occur in two
areas. Area 1 is situated in the northwestern part of the property,  immediately
southeast  of the village of Balfour.  It is located in a series of fault blocks
and  is the  shallowest  occurrence  of  the  Kimberley  Reef  on the  property.
Forty-five  diamond  drill  holes  have been  completed  in this  vicinity.  The
indicated  resource for Area 1 is estimated  to be 10.4 million  tonnes  grading
17.5 g/t,  containing 5.8 million ounces of gold.  Area 2 is located  further to
the   southeast   along  these   west-northwesterly   trending   fault   blocks.
Approximately 54 diamond drill holes have been completed in the vicinity of Area
2; the  estimated  inferred  resource of 24.3 million  tonnes  grading 14.7 g/t,
containing 11.5 million ounces of gold.

Southgold   commissioned  The  Mineral  Corporation  ("TMC"),  a  South  African
engineering  firm,  to  complete  a  scoping  study  on Area 1 of the  Burnstone
Project.  Within the study, TMC estimated an indicated mineral resource for Area
1, for a mine plan using a stope width of 100 cm, of 26.1 million tonnes grading
6.97 g/t.  With this  tonnage,  TMC  estimated  a  recoverable  resource of 19.2
million  tonnes,  having a mill head  grade of 5.25 g/t and a mill  recovery  of
96.1%.  This scenario  generates 3.1 million  ounces of gold over a 24-year mine
life or  approximately  144,000  ounces per year from Area 1. Behre  Dolbear and
Company  reviewed the  engineering  studies for Great Basin.  According to Behre
Dolbear,  the proposed  underground  development  and  metallurgical  processing
described  in the  scoping  study by the  Mineral  Corporation  all  conform  to
standard  South African  practice but the work is  preliminary  in nature and as
such, considerable  investigation remains to be done to confirm the concepts and
numbers.

Access, Climate and Physiography

The Burnstone  property is located in a physiographic  region known as the South
African Highveld,  lying at an altitude of 1,750 metres.  Topographic  relief in
the area is primarily  gently  rolling  grassland  terrain.  The area has a mild
climate,  with about six weeks of chill and frost in  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  are  often  ferocious  and  can be  accompanied  by
substantial lightning. Hailstorms are an occasional occurrence.

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

Mineral Rights Holdings

Property holdings  encompass 26,470 hectares,  situated on portions of 16 farms.
The mineral rights under option by Southgold are:  13,568 ha (51.3%) held by GFL
Mining  Services Ltd ("Gold  Fields");  7,288 ha (27.5%) held by Reitbult Estate
Holdings  (Pty) Ltd  ("Reitbult  Estates");  2,744 ha (10.5%)  held by PUMA Gold
(Proprietary)  Limited  ("PUMA");  1,365  ha  (5.2%)  held by  Taurus  Mining  &
Prospecting  (Pty) Ltd  ("Taurus");  and 1,473 ha (5.5%) held by several private
owners. Underlying mineral rights ownership are tabulated below:



                                          Table 1 Mineral Rights Holings
                                          ------------------------------

Mineral Rights Holder                             Farm Name(s)                                  Size (ha)
---------------------                             -----------------------                       ---------


GFL Mining Services Limited (75%)                 Balfour Township IR                              13,568
       and Randex Limited (25%)                   Brakfontein 513 IR
                                                  Dagbreek 551 IR
                                                  Reitfontein 561 IR
                                                  Rietvalei 546 IR
                                                  Roodepoort 598 IR
                                                  Springfontein 549 IR
                                                  Van Kolderskop 547 IR
                                                  Van Kolderskop 550 IR
                                                  Van Kolderskop 552 IR
                                                  Vlakfontein 556 IR
                                                  Vlakfontein 558 IR
                                                  Zyferfontein 576 IR

Reitbult Estate Holdings (PTY) Ltd.               Reitbult Estates 505 IR                           7,288

PUMA Gold (Proprietary) Limited                   Doornhoek 577 IR                                  2,774

Taurus Mining and Prospecting Company             Vlakfontein 556 IR                                1,365
(Proprietary) Limited

Maria Magdalena Kampher                           Rustfontein 548 IR                                  424
Clayton Mineral Trust
Graham Buck Trust No. 3
Lawrence Allenby Collins

JDH Le Roux                                       Rustfontein 548 IR                                  294


Stephanus Johannes Ackerman                       Rustfontein 548 IR                                  213


Sarwipi Trust                                     Rustfontein 548 IR                                  210


Maria Magdalena Kampher                           Rustfontein 548 IR                                  202


James Watson Cason                                Rustfontein 548 IR                                  130
                                                                                                   ------
Total Mineral Rights                                                                               26,468
                                                                                                   ======



The  Minerals  Act  50  of  1991  currently   governs  South  African   minerals
legislation.  This act allows for mineral rights to be owned privately or by the
State.  Companies (or  individuals)  can enter into  agreements with the mineral
rights owners to explore on their farms.  These  agreements are called "Notarial
Prospecting and Option Agreements". The duration of these Prospecting Agreements
is negotiable  but generally they do not exceed five years in length after which
time activities on the property may be sufficiently advanced so that development
can occur in which case the Option  Agreement  part of the  Contract  will be in
effect.  Alternatively,  if the  property  has not  advanced  to the stage where
development  can occur,  the Notarial  Prospecting  and Option  Agreement may be
renegotiated.

In order to conduct  exploration  work, on private or State land, a "Prospecting
Permit" is required  (Section 6 of the Minerals Act 50 of 1991).  This permit is
issued by the  State-controlled  Department  of  Minerals  and  Energy  ("DME").
Southgold has obtained  prospecting permits for approximately 13,070 hectares of
the Burnstone property, as tabulated below:



                                            Table 2 Prospecting Permits
                                            ---------------------------

Farm Name                                 Mineral Rights (ha)                              Prospecting Permits (ha)
---------                                 ------------------                               -----------------------

Balfour Township IR                                      5                                           0
Brakfontein 513 IR                                   1,181                                       1,181
Dagbreek 551 IR                                        720                                         720
Doornhoek 577 IR                                      2773                                           0
Reitbult Estates 505 IR                              7,288                                       1,062
Rietfontein 561 IR                                   1,607                                           0
Rietvalei 546 IR                                     1,733                                       1,733
Roodepoort 598 IR                                    1,377                                           0
Rustfontein 548 IR                                   1,473                                         977
Springfontein 549 IR                                 1,230                                       1,230
Van Kolderskop 547 IR                                1,623                                       1,623
Van Kolderskop 550 IR                                  742                                         742
Van Kolderskop 552 IR                                  325                                         325
Vlakfontein 556 IR                                   3,496                                       3,478
Vlakfontein 558 IR                                     627                                           0
Zyferfontein 576 IR                                    265                                           0
                                                    ------                                       ------
Total Mineral Rights /Permits                       26,465                                       13,071
                                                    ======                                       ======


A new Minerals and Petroleum Resources Development Bill was passed by parliament
in 2002 and is expected to be promulgated in 2003. The Bill,  once  promulgated,
will allow for the transfer of all "unused old order  rights" to the State.  The
current rights optioned and permitted by Southgold do not fall into the category
of "unused  old order  rights",  but are  classified  as "old order  prospecting
rights". A period of two years will be allowed after promulgation of the Bill to
convert  these "old order  prospecting  rights" to "new  order"  prospecting  or
mining rights.  Security of tenure will thereafter be guaranteed for a period of
five years with  respect to  prospecting  rights,  and 30 years with  respect to
mining rights.

With respect to the secured mineral rights that have not been permitted to date,
there will be a one-year grace period after the  promulgation of the Bill within
which to permit these  rights.  The planned  conversion  process from "Old Order
Prospecting  Rights" to "New Order Prospecting  Rights" is not onerous,  but are
subject to two preconditions (1) a Black Economic Empowerment ("BEE") contingent
must be involved and (2) a prospecting  fee payable to the State,  followed by a
royalty in the event of mining, is required.

Current  State  prospecting  fees range from R3/ha in year 1 to R7/ha in year 5.
Current  State  royalties  on  precious  metals are 1% of gross  revenue.  These
amounts will become  payable to the State upon  conversion of "old order" rights
to "new order"  rights,  and do not take existing  commitments  towards  current
mineral rights holders into account.

Prior to November 2002,  Southgold  entered into a joint venture  agreement with
Tranter  Investments   (Proprietary)  Limited  ("Tranter"),   a  Black  Economic
Empowerment  Group partner,  whereby  Tranter will acquire a 20% interest in the
Burnstone  project  subject  to certain  conditions,  that were  required  to be
completed by March 31, 2003.  Tranter would then maintain its 20%  participating
joint  venture  interest  by  funding  its  pro-rata  share of all  development,
construction  and property costs after the completion of a Bankable  Feasibility
Study. Tranter would have the right, subject to certain conditions,  to purchase
on commercial  terms an additional  6%  participation  interest in the Burnstone
Joint  Venture.  Not all  conditions  were met by March 31,  but  Southgold  and
Tranter are working  together  along with Great Basin to extend the agreement on
mutually acceptable terms and conditions.

Exploration History

Gold exploration and development  commenced in the South Rand gold field in 1887
and several small mines  operated  there between 1892 and 1962. The activity has
followed  improvements in the gold price,  except in the late 1960's when a high
uranium  price  revived   interest  in  the  area  for  potential   gold-uranium
production.  The Burnstone property has been  intermittently  explored since the
1970's by Union  Corporation  Ltd ("Union  Corporation"),  Gencor  (created by a
merger  between  Union  and  General  Mining  Corp  in  1980),   Anglo  American
Prospecting  Services,  and  Southgold.  Exploration  drilling in the  Burnstone
Project  area was  conducted  intermittently  during  the  period  1974 to 1993,
initially by Union  Corporation,  and later by Gencor.  During this period,  six
holes (the VFN-series) were also drilled by Anglovaal Mining Limited, ("Avmin"),
the principal shareholder of Avgold Limited.

Southgold  acquired the Reitbuilt Estates ground in 1999, and then acquired Gold
Fields' Burnstone  property and the related Avmin ground in 2000. In 2000, under
the direction of the new management of Pangea,  Southgold acquired a significant
number of surrounding  properties that were held by private  individuals.  Three
boreholes,  SG1 through  SG3,  were drilled by Southgold in 1999 and early 2000,
and a further 15 boreholes,  SG4 through SG18,  were  completed from May to July
2002.  Over the course of these  exploration  programs,  it was thought that the
Kimberley Reef in the Burnstone area was folded upward into an antiform and only
buried  to depths  of 200 to 1,000  metres;  a  comparatively  shallow  and very
attractive depth for Witwatersrand gold deposits.

Regional Geology

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

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

The Witwatersrand basin is underlain by an Archaean (>3.1 Ga) granite-greenstone
basement and the 3,086 - 3,074 Ma Dominion Group; it is overlain, unconformably,
by rocks of the  Ventersdorp  (2.7 Ga),  Transvaal  (2.6 Ga) and Karoo  (280 Ma)
Supergroups.  The basin was  originally  much  larger  than it is at present and
correlations  have been  attempted  with the Pongola  Supergroup  and the Uitkyk
Formation associated with the Pietersburg Greenstone Belt.

Prior to 1990 it was widely  believed  that the 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
during  Witwatersrand  deposition,  i.e.  between  3,074  and  2,714  Ma;  it is
suggested that each event of granite  magmatism might have been the prelude to a
pulse of sedimentation in the basin.

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


   Figure 3: Geology of Witwatersrand Basin and Location of Burnstone Property


Property Geology

The  South  Rand  gold  field  represents  a  structurally   modified  southerly
continuation of the East Rand gold field. The easterly striking  Sugarbush Fault
and its sympathetic  structures,  the Rietfontein and Ireton/Kroomdraai  faults,
have disrupted continuity between the East Rand gold field and the southeasterly
oriented South Rand gold field.  The Balfour synform is the dominant  structural
feature  controlling  the form and  distribution  of the West and  Central  Rand
Groups,  host to the  Kimberley  Reef in the South Rand Basin.  The axis of this
open  regional  feature  trends   northwest-southeast   and  plunges   shallowly
southeast.   The  synform  is  truncated   against   major,   steeply   dipping,
east-northeast  trending,  strike-slip faults of the Rietfontein,  Sugarbush and
Ireton/Kromdraai  systems.  These regional faults have vertical displacements of
up to 500 metres.

The  property  is  located  on a panel  of  rocks  that  dips  shallowly  to the
southeast.  At it's shallowest point the upper unit in the Rand Group is exposed
on surface along a northwest  trend through the central  portion of Area 1. This
brings  the  Kimberley  Reef to within  200  metres  from  surface  before it is
downthrown  to up to 1000  metres by a series  of  west-northwest  to  northwest
trending faults. This creates a relatively shallow, attractive drill target.

The  Witwatersrand  ore bodies  typically  occur in  conglomerate  beds  (reefs)
deposited  on  unconformities  within the major  stratigraphic  sequences in the
basin. A typical characteristic of the Witwatersrand  orebodies is that they are
all composed of mature pebbly arenite  comprising  various  fluvial  lithofacies
ranging  from  clast-supported   oligomictic   conglomerate  to  loosely  packed
conglomerate.  Mineralization  ranges  in  thickness  from  decimeters  to a few
meters,  and is largely confined  between an  unconformity,  and an upper planar
bedding surface that separates it from quartz wacke or siltstone. The lense-like
geometry of the  sedimentary  beds  comprising  the  orebodies  defines  fluvial
bar-and-channel  bedforms that display  unimodal  paleochannel  directions.  The
thicker orebodies  represent  multichannel  sequences of conglomerate and quartz
arenite deposited by repeated flood-and wane-stage flows.

The  Kimberley  Reef  sequence in the South Rand  appears to represent a fluvial
system   consisting  of  channels   (relatively  high  energy)  and  interfluves
(relatively  low  energy)  in  the  mid  to  distal  reaches  of  a  braid-plain
environment.  Palaeocurrent  studies suggest that that the proposed channels (or
channel  systems) in this area  flowed from  northwest  to  southeast.  The main
fluvial  system is  considered  to have been at least 15 km wide,  with  smaller
channels draining the surrounding area to the northeast and southwest.

In the nearby  Evander  basin,  it has been shown  that the  Kimberley  Reef was
deposited by currents  flowing in a north-westerly  and northerly  direction and
that the thickest  development of the Kimberley Reef occurs in the south-eastern
part of the gold field - the reef thins to the north and north-west.  It follows
that the main  entry-point  for both the South Rand gold  field and the  Evander
gold  field  lay to the east of South  Rand and south of  Evander,  and that the
granite hub in the Devon  dome,  east of  Heidelberg,  acted as a barrier to the
flow of the currents and diverted them around the dome.

In the South Rand,  tThe  Kimberley  Reef is thin  (generally  10 cm or less) or
represented  by a contact  only, in the north and thickens to more than 2 metres
in the south.  This increase in thickness is due to the  occurrence of quartzite
or pebbly  quartzite  within the Reef zone in the south. The sediments have been
classified into four lithofacies:  (1) thin or contact reef, (2) clast-supported
conglomerate  reef,  (3)  matrix-supported  conglomerate  reef,  and  (4)  thick
quartzite reef. The clast-supported gravel bars are thought to have formed along
the sides of high energy  streams and in places where the current flow  changed,
providing the opportunity for deposition and  re-concentration  of the sediments
and gold.  Therefore,  this  facies is  thought to have the most  potential  for
economic concentrations of gold at Burnstone.

Mineralization

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

Gold occurs as detrital grains,  with nugget-like  shapes,  as well as secondary
grains with obviously recrystallised textures.  Typically,  gold grains range in
size between 0.005 and 0.5 mm diameter.  A considerable  amount of work has been
carried out on the  composition  of  Witwatersrand  gold  particles.  The silver
content of gold remains  fairly  constant  from one reef to another,  as well as
among the various textural types, and is typically 900 +/- 50. In certain reefs,
gold fineness is bimodal and it has been  suggested that this might reflect gold
derived from two different  sources;  it is uncertain whether the silver content
of gold grains in the basin is inherited or if the gold has been  homogenized by
in situ remobilization.  Another important component is mercury;  typically,  Hg
contents range between 1 - 4%. Other impurities  include Fe, Cu, Mo, Co, Bi, Pb,
Sn and As.

Data Acquisition and Sampling

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

                    Table 3 Historical Drilling at Burnstone

                   Number of                              Core Logs    Cores
Category           Holes Drilled   Exploration Company    Available    Available
--------           -------------   -------------------    ---------    ---------

Numerical Series    102            Union Corporation/       Yes         Some
                                   Genmin


VFN Series            6            Taurus                   Yes         Some
                                   (Avmin)


SG Series            18            Southgold                Yes         Yes


All holes  drilled on the project have been core holes.  For the majority of the
holes,  highly detailed and informative  drill logs,  including  downhole survey
records are available. Drill cores are generally in good condition. 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.  Collar positions of the new SG-series drill holes were surveyed by a
qualified land surveyor,  using modern  equipment.  Down-hole survey records for
most historic drill holes and all of the new SG-series are available.

All 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.

Sampling procedures are not recorded in the drill hole dossiers.  However,  from
the sampling  results and  examination of split cores of the Gencor drill holes,
it can be deduced that the following standards were applicable to this series:

o    Minimum length of individual sections sampled for BX core-size was about 25
     cm.

o    Cores were split along a line parallel to the length of the core,  parallel
     to the core-dip  direction.  One half of the split core was  submitted  for
     analysis, and the remainder was retained for reference purposes.

o    In cases  where the core had to be broken in a direction  perpendicular  to
     the length of the core (that is roughly parallel to bedding),  a chisel, or
     similar suitable tool was used, rather than a rotary diamond saw.

o    Stratigraphic thicknesses of sample sections were calculated from mean core
     bedding angles, applying simple trigonometry.

o    Mean gold  concentrations  (the grade in grams per tonne) were  obtained by
     calculating a weighted mean for the various sample sections.

o    Total gold content  (centimeter-gram  per tonne was obtained by calculating
     the sum of the gold content of individual sample sections.

o    Very detailed  typewritten sample records were compiled,  including remarks
     on completeness and representativeness.

o    All sample records are accompanied by very detailed, drafted pictorial logs
     and typewritten semi-quantitative descriptions.

Although most of the  above-mentioned  procedures were also followed for the new
SG-series holes the core, was split at the laboratory rather than by the on-site
geologist.  Therefore, the representativeness and completeness of the samples to
be bagged, properly marked and submitted to the laboratory is not assured.

Quality Control and Analytical Techniques

In the opinion of GeoActiv,  the Kimberley Reef has been thoroughly  sampled and
assayed  for gold by the holes  drilled by  Union/Gencor,  Avmin and  Southgold.
Sampling  included  the full reef  intersection  as well as the hanging wall and
footwall.  The drill hole data  includes all assay  values.  The historic  holes
predate quality control or quality assurance programs  pertaining to analyses as
now  required by  regulatory  codes of  practice  for the  reporting  of mineral
resources and mineral  reserves.  At that time, the analyses of samples were the
responsibility of the in-house  laboratories  operated by the major mining house
concerned.  Each of the major mining  houses had their own  laboratory  services
that were responsible for the analyses and the quality control measures.

GeoActiv verified assay results by re-sampling and re-analyzing drill cores from
five holes spread throughout the project. Samples were obtained by splitting the
retained half core,  and so samples are quarter core and a quarter core is still
retained.  Samples of  hangingwall  and footwall  sections  were included in the
check assay program.

Although details of the analytical procedures carried out on the samples are not
available  it is  likely  that the  analyses  were  conducted  using a  standard
lead-collector fire assay process with gravimetric finish.  Results are reported
as grams gold per tonne.

Replicate  assay data is available for the latest SG series holes.  Samples were
prepared at Lakefield Laboratories ("Lakefield") in Johannesburg and a set of 35
pulp splits were  analyzed at  Genalysis  Laboratories  ("Genalysis")  in Perth,
Australia.  Five samples of standard reference  material,  SARM53, were included
with the sample set  submitted to  Genalysis.  Initially  the five SARM53 values
reported by Genalysis understated the SARM53 value by 12%. However, a second set
of duplicate  samples,  together with standard  reference  material SARM53,  was
prepared and analyzed by Genalysis  and found to be only 3% below SARM53  value.
Lakefield's  original and duplicated  results are within  acceptable  norms. The
comparison  between the two  laboratories is also acceptable for gold analytical
results.

On the whole,  the results from samples  submitted by GeoActiv agree  reasonably
well with those of Southgold. As can be expected for Witwatersrand gold samples,
individual  samples  differed from original  samples due to nugget effects.  The
weighted average grade of all of the individual  Kimberley Reef samples taken by
GeoActiv (10.6 g/t Au) compare favorably with those of Southgold (10.1 g/t Au).

GeoActiv  did not monitor the samples from the drill site to ensure there was no
interference  with the  core,  but  obtained  the  sample  cores  directly  from
Southgold.  GeoActiv  supervised the re-sampling and bagging,  and delivered the
samples to Lakefield.  The gold in typical  Witwatersrand  conglomerates is free
gold or associated  with the pyrite and  tampering,  such as adding free gold to
such  samples,  would be  extremely  difficult to do because the cores are taken
from the core tray, sawn with a diamond saw using cooling water that removes all
surface  free gold as well as  in-situ  gold that was  liberated  by the  sawing
action. Since the results were comparable, there is a large degree of confidence
that no interference took place.

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 are stored in a facility at Balfour.

Estimates of Mineralization

Prior to August  2002,  Southgold  commissioned  Global Geo  Services  (Pty) Ltd
("GGS") to estimate the mineral resources of Area 1 and 2. In August 2002, Great
Basin  commissioned  GeoActiv to complete a geological review of the project and
resource  estimates for Area 1 and 2. The independent  qualified  person for the
mineral  resource  estimates done for Great Basin is Deon Vermaakt,  Ph.D.,  Pr.
Nat. Sci. The same drill holes and composites  were used by GGS and GeoActiv and
the global estimates are similar.

GeoActiv  created  statistical  parameters,  variography and block modelling for
each area. The Area 1 estimate utilized 26 drill holes and 89 valid deflections,
while the estimate for Area 2 utilized 9 drill holes. The numbers  presented are
composites  for  each  hole and its  deflections.  Descriptive  statistics  were
calculated and then compared to typical  Kimberley Reef deposits in the adjacent
East Rand basin. The means,  variances and standard deviations compare favorably
with those derived from the Burnstone  data,  especially for Area 1. Area 2 does
not have enough intersections to make a valid comparison.

Since  Witwatersrand  sedimentary  units usually  exhibit  strong  directions of
continuity  (anisotropy) in the conglomerate reefs that are exploited throughout
the basin, the first step in determining  suitable parameters for any estimation
run is to detect trends in the data.  GeoActiv used the available Burnstone data
to create both gold  accumulation  (cmg/t) and  channel  width (reef  thickness)
contour  plots.  From the gold  accumulation  and  channel  width plots a strong
northwest-southeast  trend is observed  south of the two project  areas (Areas 1
and 2). A secondary direction trending north northeast-south  southwest can also
be clearly observed. This direction is highly evident in Areas 1 and 2 and seems
to be the dominant  direction of continuity.  Thus,  utilizing a search with the
long axis in 210 degree direction was considered appropriate.

The  Burnstone  Project is located to the south and  adjacent  to the  Sugarbush
Fault System. In Witwatersrand mines,  geological losses in areas close to major
faults are up to 20%.

GeoActiv  and Behre  Dolbear are of the opinion  that the entire Area 1 resource
can be classified as an Indicated  Mineral Resource under the definitions of the
Canadian   Institute  of  Mining  and  Metallurgy  as  required  under  National
Instrument  43-101.  Using the same standard,  Area 2 should be classified as an
Inferred Mineral Resource.

Figure 4: Burnstone Areas Of Mineralization

Area 1

The results of the Inverse Distance estimate for Area 1 by GeoActiv are
summarized in Tables 4 and 5. In Table 5, reef intersections are diluted to a 90
cm mining width.

Table 4 Indicated In-Situ Resource Inverse Distance Mode - Area 1

Cut-off grade Tonnes Channel Width Grade Grade x Thick Contained Ounces
(cm g/t) (t) (cm) Au (g/t) (cm g/t) (millions)
------------- ------ ------------- ------- ------------- ----------------

0 10,403,892 39.9 17.47 697 5.845
300 9,705,508 39.9 18.09 722 5.646
400 7,937,794 39.9 19.66 784 5.018
500 6,536,674 39.9 20.99 837 4.412
600 4,950,073 39.9 22.82 910 3.632
800 2,113,014 39.9 27.47 1,096 1.866
1000 918,718 39.9 33.14 1,322 0.979

Table 5 Indicated (Diluted) In-Situ Resource Inverse Distance Model - Area 1

Cut-off grade Tonnes Stoping Width Grade Grade x Thick Contained Ounces
(cm g/t) (t) (cm) Au (g/t) (cm g/t) (millions)
------------- ------ ------------- ------- ------------- ----------------

0 23,470,450 90.0 7.75 697 5.845
300 21,894,946 90.0 8.02 722 5.646
400 17,907,106 90.0 8.72 784 5.018
500 14,746,279 90.0 9.31 837 4.412
600 11,167,017 90.0 10.12 910 3.632
800 4,766,812 90.0 12.17 1,096 1.866
1000 2,072,564 90.0 14.69 1,322 0.979

Area 2

Cautionary Note to US Investors concerning estimates of Inferred Resources

This section uses the term "inferred resources." We advise U.S.
investors that while this term is recognized by Canadian disclosure
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 an Inferred Mineral Resource will ever be upgraded
to a higher category such as "reserves". Under Canadian rules,
estimates of Inferred Mineral Resources may not form the basis of
feasibility or other economic studies. U.S. investors are cautioned
that "inferred resources" are not mineral reserves and are not
mineable. .

With only 9 drill hole intercepts in Area 2, GeoActiv estimated the resource for
this area using the Sichel-T method. This method is a technique used to derive
an estimate of a lognormal distribution from a set of random and independent
samples. It is commonly used on the Witwatersrand deposits to estimate resources
when data is sparse. The Sichel-T estimate of Area 2 (at a 0 cmg/t cut-off)
results in an inferred resource of 24.3 million tonnes grading 14.7 g/t,
containing 11.5 million ounces of gold.

A comparison of the sample data set of Kimberley Reef mineralization from the
nearby East Rand basin indicates that the occurrence of gold mineralization in
the Kimberley reef in the Burnstone area is similar to that in the East Rand
basin. It is expected that variograms derived from the Burnstone area in future
should have similar ranges to those found in the sample data set. If a Bayesian
approach is adopted to better define the resource for the Burnstone area,
variograms from the East Rand basin could be employed.

Preliminary Engineering - Area 1

The Mineral Corporation completed a Scoping Study, assessing the development of
the Burnstone Project Area 1 as a conventional underground mine operating at a
milling rate of 75,000 tonnes per month and producing approximately 144,000
ounces of gold per annum. TMC used a mine design resource for Area 1 of 19.234
million tonnes having a mill head grade of 5.25 g/t. According to Behre Dolbear,
the proposed underground development and metallurgical processing described in
the scoping study by the Mineral Corporation all conform to standard South
African practice but the work is preliminary in nature and as such, considerable
investigation remains to be done to confirm the concepts and numbers. Behre
Dolbear also offered additional comments.

The proposed stoping method is the predominant one used for seventy years on the
Witwatersrand, however, that proposed for Burnstone is one of numerous
variations of the basic method. The proposed stoping width is 100 cm. Several
Rand mines have operated with average stope widths of between 70 cm and 75 cm
but all have had problems with low productivity. At the neighboring Evander
property, strong management action has resulted in the average stoping width
being reduced from 110-115 cm to 93-98 cm. As the practicality of sub-100 cm
stope widths has been established at Evander, Behre Dolbear believes that
proposed 100 cm stoping width for Burnstone is entirely appropriate and
definitely achievable.

TMC's stope design utilizes a number of modifications to conventional design and
incorporates several new features. The principal design modification is the use
of two dip slusher gulleys, one on either side of a single manway gulley.
Conventional design usually only employs a single dip gulley. Another
modification is the development of 500 cubic meter capacity boxholes under the
stopes leading to the stope crosscut. Boxholes of this size may not be
necessary. There is also potential for serious mud rushes with this size of
boxhole, particularly if water sweeping is used. Due to the low dip of the reef,
stope floors must be swept clean after blasting otherwise excessive gold loss
will occur. The proposed stope is designed to handle the water used in
water-sweeping, but it will not totally prevent the occurrence of mud rushes of
saturated fines from boxholes and orepasses. Conventional sweeping using shovels
and brooms is a safe and cost effective alternative. Further, boxhole size
should be re-evaluated in subsequent studies.

TMC proposed to develop every second strike gulley ahead of the face. While
slightly more expensive than the conventional means of advancing the gulleys, it
has the distinct advantage of providing a forewarning of adverse reef moments or
providing a stop point in face advance should stope grade become unpayable. The
proposed stope design also leaves a two-metre wide crush pillar on the down dip
side of the strike gulleys. It should be geotechnically determined if these
pillars could be eliminated by methodically roof-bolting the hanging wall.

TMC designed the shafts to intersect the Kimberley reef near the axis of the
anticline in an area that, to date is indicated to be barren of mineralization,
yet proximal to the higher-grade material indicated in Area 1. Behre Dolbear
agrees with this positioning, but notes that the true structure and grade of the
reef system in this selected location requires further confirmation drilling.

Recommendations

In order to move the Area 1 resource from an indicated to measured category,
additional drilling is required to obtain a sufficiency of reef intersections
within the expected long-range (300 metres) of the semi-variogram model for the
Kimberley Reef. Behre Dolbear and GeoActiv recommended a multi-rig program of
approximately 22 holes, totalling 20,000 metres, of core drilling in the
technical report focused on the northern and the southern portions of Area 1
where trends of higher grades are indicated. The program is designed to provide
several results. Firstly, the drilling will double the hole density in these
portions from 500 metres x 500 metres to 250 metres x 250 metres, ie within the
recommended 300 metres x 300 metres spacing, enabling a more reliable
geostatistical examination of the two portions. Secondly, the infill drilling
will allow the historical and new drilling to be separately taken as two
equivalent databases, one for each portion, and two independent resource and
geological interpretations can be done for each portion. Further, the program
will test the north-northeast - south-southwest deposition trends, providing
enhanced data for subsequent sedimentological studies. The expected similarity
of results between these databases will confirm a high degree of confidence in
the mineralization's grade and continuity. Thirdly, the drilling should more
definitively outline the structure of the reef portions in that area where the
majority of Area 1 gold is indicated to occur.

Additional drilling is planned for Area 2, where reportedly at least 15
additional surface boreholes are laid-out. GeoActiv and Behre Dolbear believe
that these extra holes should "upgrade" the inferred resource in Area 2 to the
indicated category.

To enable mine planning for the Feasibility Study, it is critical that test
holes be drilled in the proposed shaft locations. At present, the main focus is
to develop Area 1. The continuity of the Kimberley Reef (and the knowledge of
Witwatersrand deposits in general) provides comfort that the Area 1 resource
will have the magnitude and grade described above.

The palaeo-current directions as well as "payshoot" trends observed in the
Burnstone project area clearly indicate the existence of two primary directions:
a) north-northeast to south-southwest and b) northwest to southeast. Both these
directions have played an integral part in the sedimentary and mineralization
processes during deposition of the Kimberley Reef. It is important for future
exploration to understand these processes. Resource estimation is very dependant
on the knowledge and understanding of these trends, since they are used to
assign values to potential mining blocks. A detailed study is necessary to
ascertain the relative importance of either trend for assigning value in
resource estimation. GeoActiv is of the opinion that in areas of close proximity
to the east-westerly striking Sugarbush Fault system, the northeast-southwest
trend will be significant, whereas the northwest-southeast trend will become
more important away to the southwest and down-dip from this major structural
discontinuity. The commonly used specific gravity (SG) for the Kimberley Reef
rocks is 2.7 (Evander), however, no actual SG measurements are available. It is
recommended that SG measurements be undertaken for the Kimberley Reef,
particularly for the apparently different facies.

In subsequent studies it is also recommended that a comparison be made with
other operating Kimberley Reef mines operating to determine the appropriate
factors of waste dilution from stopes and other waste sources, survey
discrepancy and mine call factor. Although there is an extensive body of
metallurgical data on Witwatersrand ores, there has been no specific
metallurgical testing done on the Kimberley Reef material on the Burnstone
Project. It is recommended that sufficient samples be collected to confirm the
projected milling characteristics. Finally, in order to expedite development of
the project, it is recommended that baseline environmental studies be conducted
done in conjunction with planned exploration programs.

Exploration in 2003

A 20,000-metre drilling program was initiated in January 2003. The US$1.5
million program is designed to increase the density of the drilling and assay
information to confirm the initial resource estimate for Area 1.

Work began in the southeastern part of Area 1, and an interim resource estimate
for this "Southeast Zone" of Area 1 was completed to illustrate the results of
the drilling program to early April. Drill hole spacing has been decreased from
800-1000 metres to about 350 metres, representing a 60% increase in density.
Based on current and historic drill hole information, it is estimated that a
measured resource of 4.1 million tonnes at a grade of 18.25 grams/tonne at a 0
cm grams/tonne cut-off; representing over 2.4 million ounces of gold, occurs in
the Southeast Zone. This is compared to an indicated resource of 4.1 million
tonnes at a grade of 19.6 grams/tonne, containing 2.55 million ounces of gold
that was estimated for the same area prior to the Great Basin drilling. The
Southeast Zone comprises only 30% of the total extent of Area 1. Deon Vermaakt,
Ph.D., Pr. Sci. Nat., is the independent qualified person for GeoActiv (Pty)
Ltd. of South Africa, which has estimated and categorized the mineral resources
of the Burnstone property for Great Basin, both prior to and as a result of the
current program, using mineral industry methods as required by Canadian
Securities regulatory standards found in NI 43-101.

When the current program is completed, an updated estimate of the mineral
resource for all of Area 1 is planned as a preface to commencing detailed
engineering studies leading to a feasibility study. Additional drilling is also
planned for Area 2, where an inferred mineral resource is currently outlined, as
well as other prospects on the property and ancillary mineral holdings.

(3) The Casino Property, Yukon, Canada

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

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

Location and Access

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

Mineral Claims

The Casino Property comprises 161 mineral claims, comprising 2,318 hectares
(5,728 acres). Cash in lieu was paid on 23 mineral claims in March 2003 and now
are in good standing until 2004. The remaining claims are in good standing until
2005.

Property Geology

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

Exploration

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

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

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

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

Estimates of Mineralization

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

Sampling and Analysis

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

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

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

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

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

Quality Control

The additional analyses required for this QAQC program exceeds 10% of the
overall analytical results for drill core, and is separate from the internal
procedures used at the analytical laboratories themselves. Five main samples
types are recognized in this program:

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

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

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

(a) Lab-Lab - A second split taken randomly from the coarse sub-sample for
pulverization and analysis at a second lab. About 1 in every 20 samples, or
5% of total results.

(b) Selected - A second split taken, usually based on grade, after the initial
are analytical results received. These samples may or may not be
re-numbered, and may be assayed at the primary, secondary, or other lab.

(c) One-half Core Replicates - A second split consisting of the other half of
the drill core remaining after the first split is taken. They may be
selected based on grade, or taken randomly, and may be sent to the primary
lab or a second lab for analysis. About 1 in every 20 samples, or 5% of
total results.

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

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

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

Analytical Techniques

All samples were assayed for gold by 1 Assay Ton (AT) lead collection fire assay
(FA) fusion with an atomic absorption spectroscopy (AAS) finish, results
reported in grams per tonne. Molybdenum content was determined by Aqua Regia
digestion with and AAS finish. The Mo results were multiplied by 1.6681 and
reported as %MoS2 to correspond with the format of the pre-1992 data.

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

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

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

Security of Samples

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

Environmental and Socioeconomic

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

Current Status

Grades of mineralization are sub-economic based on current metal prices. Great
Basin does not plan any further work on the property unless and until metals
prices improve. There is no plant or equipment located on the Casino Property so
no ongoing security or similar costs are anticipated. Exploration activities did
not result in any significant environmental disturbances and Great Basin is not
aware of any environmental liability.

By agreement dated May 2, 2000, Great Basin granted an option to Alexis
Resources Ltd. ("Alexis") whereby Alexis can earn the right to purchase 55
non-core claims for $1.00 on the 20th anniversary of the option agreement. As
consideration for the option granted, Alexis will make all annual filing fees
and assessment work on 83 of Great Basin's Casino claims not under option, as
well as the 55 under option. Alternatively, Alexis may purchase the 55 claims
for a one-time payment of $200,000 without further obligation in respect of the
83 claims. All claims are currently subject to a 5% net profits interest
accruing to a predecessor in title and should Alexis acquire the 55 claims, they
would be subject to a further 5% net profits interest payable to Great Basin. By
an agreement dated December 31, 2000, Great Basin consented to the assignment of
the option interest of Alexis Resources Ltd. to Wildrose Resources Ltd.
("Wildrose").

On March 25, 2002 and subsequent to year-end, Great Basin allowed 574 mineral
claims to lapse. A further 23 claims lapsed in March 2003. The remaining claims
are in good standing until 2005 and are subject to the Wildrose maintenance
agreement.

On July 15, 2002, Great Basin agreed to option the Casino property (the
"Property") to CRS Copper Resources Ltd. ("CRS"). Under the terms of the
agreement, GBG has granted CRS an option ("the Option") to purchase 100% of
Great Basin's interest in the claims and interests comprising the Property for
$1,000,000, plus applicable taxes, payable at the option of CRS in cash or CRS
common shares, providing that CRS shares are listed on the TSX Venture Exchange
or another recognized exchange (the "Exchange"). CRS shares would be valued
based on the 20 consecutive trading-day weighted average trading price for the
20-day period ending four days prior to the delivery of the notice of the
exercise of the Option, and also dependent on whether there has been a minimum
average trading volume of 25,000 CRS shares per day for the 20-day period.

The Option may be exercised at any time from the date of the agreement to July
15, 2007, subject to written notice and confirmation that the terms of the
Option have been met. If CRS elects to terminate the agreement without
exercising the Option or allows it to lapse, CRS must pay to Great Basin a
"break fee" of $25,000, plus applicable taxes. CRS is required to make interim
option payments to Great Basin at the time that CRS is listed on an Exchange of
100,000 CRS shares plus warrants to buy another 100,000 shares for a period of
two years at an exercise price, which reflects the maximum discount for the
prevailing CRS market price permitted by the policies of the Exchange, and will
issue a further such warrant on each anniversary date thereafter to a maximum of
warrants to buy 300,000 CRS shares. If CRS was not listed by December 31, 2002,
CRS was obligated to pay to Great Basin $50,000 plus applicable taxes in lieu of
the 100,000 shares to keep the Option in good standing. The payment was received
by Great Basin in December 2002. A further $50,000 plus taxes is payable on
December 31, 2003 if CRS is not listed by that date. Great Basin may terminate
the Option on or after December 31, 2003, unless the cash payments have been
made, in which event the Option can be extended to accommodate a listing no
later than December 31, 2004 (and providing that such a listing is continuous
thereafter).

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

In the event that the Option is exercised and the decision is made to put the
Property into commercial production, CRS will pay to Great Basin $1,000,000 in
cash, plus applicable taxes, within 30 days of that decision.

The agreement is subject to net profits royalty agreements, and the purchase
agreement on a portion of the claims held by Wildrose Resources Ltd.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

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

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

As an expenditure-based corporation, Great Basin's results of operations are
often evaluated on an "event driven" basis. Results of operations are difficult
to quantify given that the product of these expenditures relates to the nature,
extent and statistical confidence (primarily from diamond drill exploration
programs) in a deposit's size and continuity. It is difficult to evaluate the
success of operations in a fiscal year by reference to the financial statements,
given that results are more appropriately measured by an evaluation of the
minerals discovered and/or confirmed. Great Basin's operating activities do not
occur on a regular or periodic basis and are subject to the economic realities
of metals prices and equity financing conditions for natural resource
exploration issuers. Accordingly, it may not be meaningful to seek observable
trends in financial operating statistics. Although Great Basin calculates an
annual loss per share (which has varied over a range of $0.13 to $0.37 over the
last three fiscal years), Great Basin is of the view that its share price does
not vary in accordance with the loss per share statistic but, rather, Great
Basin share prices vary with the price of the underlying market for copper and
gold, and the outlook for these metals.

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

Great Basin does not believe that it is significantly impacted by the effects of
inflation and the Canadian dollar has fluctuated in a relatively narrow band to
the United States dollar (US$1.00:Cdn$1.62 to $1.43) during these three years.
For additional details respecting the five year historical exchange rates, see
Item 3. Great Basin has not been significantly affected by government economic,
fiscal, monetary or political policies, and the outlook for Great Basin's assets
primarily relate to the outlook for gold and copper. For information relating to
the historical prices for copper and gold, see "Item D, Trend Information"
below.

Operating Results

Fiscal 2002 Compared with Fiscal 2001

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

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

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

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

Fiscal 2001 Compared with Fiscal 2000

The loss for the year was $9.1 million, comprised of a $5.6 million write down
of the Casino Property and $3.5 million in expenses incurred during the year, of
which $2.9 million was on exploration. This is compared to a loss of $11.3
million in fiscal 2000, of which $10.2 million was on exploration.

Due to the extended downturn in metals market and the Company's intention to
defer any further work until there is a sustained recovery in the economy and in
metal prices, Great Basin wrote down the Casino property to $1 at year-end.

Interest income for the 2001 fiscal year was $364,125, a decrease from $402,654
in 2000. Interest income during the fourth quarter also decreased to $48,787
from $67,986 in the previous quarter. Decreases are due to lower cash balances
on deposit and lower interest rates.

Net expenses have decreased in fiscal 2001 from fiscal 2000 (2001 - $3,509,614;
2000 - $11,305,645), mainly related to a decrease in exploration expenditures.
Administrative expenses (excluding interest income) have also decreased in 2001
from the prior year (2001 - $966,665; 2000 - $1,556,520), but have increased in
the fourth quarter over the third quarter (Dec 31 2001 - $234,131; Sept 30, 2001
- $150,187).

In terms of administration, the main differences were a decrease in the cost of
office and administration, from $531,524 in 2000 to $140,885 in 2001; salaries
and benefits, from $477,746 in 2000 to $320,446 in 2001; and shareholder
communications, from $190,893 in 2000 to $81,192 in 2001. Legal accounting and
audit expenses increased from $155,464 in 2000 to $306,038 in 2001, and some are
related to litigation proceedings associated with claims by US Fidelity and
Guaranty Company against Touchstone Resources (see Legal below) as well as legal
costs pertaining to the acquisition of additional property. Exploration costs
have decreased overall and in all categories in 2001. The main exploration cost
continued to be drilling, but this expenditure decreased to $1,155,733 from
$6,152,644 because 11 holes (4,810 m) were drilled in 2001 compared to 144 holes
(44,826 m) in 2000.

The other major exploration cost in 2001 was geological. Geological work
included planning the 2001 drilling program as well as core logging and
interpretation activities associated with it during the first three quarters of
the year, re-logging of a number of holes throughout the property in the third
quarter that indicates additional exploration potential on the property, and
detailed interpretation and modeling of the mineralization within the high-grade
veins which lead to the announcement of a resource estimate and preliminary
economic assessment for the Clementine-Gwenivere and South Gwenivere veins in
the fourth quarter.

Environmental, socio-economic and land fees remained about the same in 2001 as
in 2000, as studies toward permitting for an underground access and exploration
program were initiated during the year, all previously acquired ground was
maintained, and additional claims were acquired in the third quarter. The
Company also continued to contribute toward reclamation activities at site.

B. Liquidity and Capital Resources

Overview

Historically Great Basin's sole source of funding has been the sale of equity
securities for cash primarily through private placements to sophisticated
investors and institutions. Great Basin also issued common share capital in each
of fiscal years 2000 to 2002 pursuant to private placement financings and
exercise of warrants and/or options. Great Basin's access to exploration
financing when it is not transaction specific is always uncertain. Great Basin
has no assurance of continued access to significant equity funding.

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

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

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

At December 31, 2002, Great Basin had working capital of approximately $13.2
million, as compared to $6.4 million at December 31, 2002, and is debt free. The
Company had approximately 46.8 million common shares issued and outstanding. On
June 28, 2002, the Company received shareholder approval to increase the
authorized share capital from 100 million to 200 million common shares.

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

Financial Instruments

Great Basin financed its activities from 1998 through 2002 primarily through the
issuance of equity shares through private and public distributions.

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

Great Basin does not have any material commitments for capital expenditures and,
accordingly, can remain somewhat flexible in gearing its exploration activities
to the availability of funds. As of the fiscal 2002 year end, Great Basin
estimates that the cost of maintaining its corporate administrative activities
at approximately $140,000 per month. As at December 31, 2002, Great Basin had
working capital of $13.2 million, which management believes is adequate to
ensure continued viability.

C. Research Expenditures

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

D. Trend Information

As a natural resource exploration company, Great Basin's activities are somewhat
cyclical as metals prices have traditionally been cyclical in nature. The trend
for gold prices over the past few years has been negative, but in early 2002
there have been some price improvements and widely read business journals vary
in their predictions for the gold price. Copper is a metal used extensively in
the housing and automotive industries; demand for copper varies directly with
general economic conditions. Although Great Basin's management is not in a
position to forecast economic trends, Great Basin does not anticipate a
significant change in the price of copper in the near term. Great Basin believes
it has sufficient funds to carry a minimum level of activity for the next two
years, which may provide a period of time to seek additional sources of
financing.

The gold market improved steadily in 2002. The gold price hit US$300/oz in May,
and reached as high as US$320/oz by the end of the year. The up trend has
continued in 2003, with gold reaching over US$370/oz in January, while in May,
the price of gold is in the US$350/oz range. ITEM 6 Directors, senior management
and employees

E. Critical Accounting Policies

Mineral property interests

The Company defers mineral property acquisition costs on a property-by-property
basis. Exploration expenditures and option payments incurred prior to the
determination of the feasibility of mining operations are charged to operations
as incurred. Development expenditures incurred subsequent to such determination,
to increase production, or to extend the life of existing production are
capitalized. Such acquisition costs and deferred development expenditures are
amortized and depreciated over the estimated life of the property, or written
off to operations if the property is abandoned, allowed to lapse, or if there is
little prospect of further work being carried out by the Company or its option
or joint venture partners.

The effect of a change in accounting policy would cause deferrals to be charged
to operations, increasing net losses and loss per share, in the period.

Going concern

The financial statements are prepared on the basis that the Company will
continue as a going concern. If the Company is unable to obtain adequate
additional financing, the Company will be required to curtail operations and
exploration activities. The financial statements do not reflect adjustments,
which could be material, to the carrying values of assets and liabilities which
may be required should the Company be unable to continue as a going concern.

A. Directors and Senior Management

Name, Position and Period a Director of the Shares Beneficially
Place of Residence Issuer Owned or Controlled(1)
------------------ ------------------------ ----------------------

Robert George Hunter(3) Since January 11, 1989 608,708 Shares
Co-Chairman of the Board and Director
Vancouver, BC, Canada

Robert Allan Dickinson (2) Since May 27, 1986 781,522 Shares
Co-Chairman of the Board and Director
Lions Bay, BC, Canada

Ronald William Thiessen Since October 25, 1993 259,531 Shares
President, Chief Executive Officer and Director
West Vancouver, BC, Canada

Jeffrey Robert Mason Since February 8, 1994 551,500 Shares
Chief Financial Officer, Corporate Secretary and Director
Vancouver, BC, Canada

David James Copeland Since February 8, 1994 308,250 Shares
Director
Vancouver, BC, Canada

Scott Dibblee Cousens Since March 25, 1993 150,172 Shares
Director
Vancouver, BC, Canada

T. Barry Coughlan Since February 20, 1998 13,114 Shares
Director
Vancouver, BC, Canada

Andrew F.B. Milligan (5) Since June 30, 1999 Nil
Director
Vancouver, BC, Canada

David S. Jennings Since June 21, 2001 180,400 Shares
Director
Bowen Island, BC, Canada

Walter T. Segsworth Since January 21, 2003 Nil
Director
Alamo, CA, USA

(1) The information as to shares beneficially owned or controlled has been
furnished by insiders and is as of April 30, 2003.

(2) 62,663 shares are held indirectly in the name of United Mineral Services
Ltd., and 290,659 shares are held in the name of 491038 B.C. Ltd,
companies controlled by Robert A. Dickinson.

(3) These shares are held in the name of 455501 B.C. Ltd., a company
controlled by Robert G. Hunter.

(4) As of April 30, 2003, the total beneficial security holdings of the
current directors and officers are 2,853,197 shares (which represents
approximately 5.4% of the current issued and outstanding shares) plus
4,913,400 options.

(5) Mr. Milligan is Chairman of Quest Investment Corporation ("Quest",
formerly Stockscape.com Technologies Inc.), the previous owner of
Touchstone which is now a subsidiary of Great Basin, which owns 510,500
common shares of Great Basin.

Principal Occupation of Current Management of Great Basin

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

Robert A. Dickinson is an economic geologist who serves as a member of
management of several mineral exploration companies, primarily those for whom
Hunter Dickinson Inc. provides services. He holds a Bachelor of Science degree
(Hons. Geology) and a Master of Science degree (Business Administration -
Finance) from the University of British Columbia. Mr. Dickinson has been active
in mineral exploration over 36 years. He is a director of Hunter Dickinson Inc.
He is also President and Director of United Mineral Services Ltd., a private
investment company.

Mr. Dickinson is, or was within the past years, an officer and/or director of
the following public companies: Amarc Resources Ltd., Director (April 1993 to
present), Co-Chairman (September 2000 to present), President (September 1995 to
September 2000), Chief Financial Officer (September 1995 to September 1998) and
Chief Executive Officer (September 1998 to September2000); Anooraq Resources
Corporation, Director (November 1990 to present), Co-Chairman (September 2000 to
present), President (September 1996 to September 2000), Chief Financial Officer
(September 1996 to February 1999) and Chief Executive Officer (February 1999 to
September 2000); Farallon Resources Ltd., Director (July 1991 to present),
Co-Chairman (September 2000 to present) and Chief Executive Officer
(December 1995 to September 2000); Great Basin Gold Ltd., Director (May 1986 to
present), Co-Chairman (September 2000 to present), President (May 1986 to
September 2000), Chief Executive Officer (November 1998 to September 2000),
Chief Financial Officer (May 1986 to June 1998); Continental Minerals
Corporation (formerly Misty Mountain Gold Limited), Director (November 1995 to
February 2001), Co-Chairman (September 2000 to February 2001), President
(November 1995 to September 2000), Chief Financial Officer (June 1993 to
June 1998), Chief Executive Officer (June 1998 to September 2000); Northern
Dynasty Minerals Ltd., Director (June 1994 to present), Chief Executive Officer
(May 1997 to November 2001), and Co-Chairman (November 2001 to present);
Rockwell Ventures Inc., Chairman and Director (November 2000 to present); Taseko
Mines Limited, Director (January 1991 to present), Co-Chairman (September 2000
to present), President (January 1991 to September 2000), Chief Financial Officer
(January 1991 to November 1998), Chief Executive Officer (November 1998 to
September 2000), (including Co-Chairman and Director of Gibraltar Mines Ltd. a
private mining company, which is a wholly owned subsidiary of Taseko Mines
Limited).

ROBERT G. HUNTER - Co-Chairman of the Board and Director

Robert G. Hunter for the past several years has been active as a mining promoter
headquartered in Vancouver and continues to be active in the mining business
although he is now semi-retired. Mr. Hunter does not have any technical
credentials in mining, but through his years as a businessman and insurance
executive developed a network of venture capitalists in the mining field. Mr.
Hunter has served as a director of a number of publicly traded companies. Mr.
Hunter is a director of Hunter Dickinson Inc.

Mr. Hunter is, or was within the past years, an officer and/or director of the
following public companies: Amarc Resources Ltd., Director (April 1993 to
present), Co-Chairman (September 2000 to present), Chairman (April 1993 to
September 2000) and Chief Executive Officer (September 1995 to September 1998);
Anooraq Resources Corporation, Director (April 1996 to present), Co-Chairman
(September 2000 to present), Chairman (September 1996 to September 2000) and
Chief Executive Officer (September 1996 to February 1999); Great Basin Gold
Ltd., Director (January 1989 to present), Co-Chairman (September 2000 to
present), Chairman (January 1989 to September 2000), Chief Executive Officer
(January 1989 to November 1998); Farallon Resources Ltd., Director (July 1991 to
December 1993 and August 1994 to present), Co-Chairman (September 2000 to
present) and Chairman (December 1994 to September 2000); Continental Minerals
Corporation (formerly Misty Mountain Gold Limited), Director (November 1995 to
present), Co-Chairman (September 2000 to Feb. 2001), Chief Executive Officer
(November 1995 to June 1998), Chairman (June 1998 to September 2000; February
2001 to present); Northern Dynasty Minerals Ltd., Director (June 1996 to
present), Chairman (October 1996 to November 2001), and Co-Chairman (November
2001 to present); Taseko Mines Limited , Director (January 1991 to present),
Co-Chairman (September2000 to present), Chairman (January 1993 to
September 2000) and Chief Executive Officer (February 1991 to November 1998)
(including Co-Chairman and Director of Gibraltar Mines Ltd., a private mining
company, which is a wholly owned subsidiary of Taseko Mines Limited); ADI
Technologies Inc., Director (March 1987 to present); and Majestic Gold Corp.,
Chairman and Director (March 1987 to present).

RONALD W. THIESSEN, C.A. - President, Chief Executive Officer and Director

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

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

JEFFREY R. MASON, C.A. - Chief Financial Officer, Secretary and Director

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

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

SCOTT D. COUSENS - Director

Scott D. Cousens provides management, technical and financial services to a
number of publicly traded companies. Mr. Cousens' focus for the past 14 years
has been the development of relationships within the international investment
community. Substantial financings and subsequent corporate success has
established strong ties with North American, European and Asian investors. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies which Hunter Dickinson Inc. provides services.

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

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 engineering firm that directs and
co-ordinates advanced technical programs for exploration on behalf of Taseko and
other companies for which Hunter Dickinson Inc. provides services. He is also a
director of Hunter Dickinson Inc.

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

T. BARRY COUGHLAN, B.A. - Director

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

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

DAVID S. JENNINGS, Ph.D - Director

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

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

ANDREW F.B. MILLIGAN - Director

Andrew Milligan has M.B.E. (Military) and M.A. degrees in economics from Glasgow
University. Mr. Milligan's background includes sixteen years as an economist and
administrator in the aerospace industry, three years as the general manager of a
manufacturing business and thirteen years as a management consultant, prior to
becoming an executive of junior resource and other publicly traded companies in
1981. Since that time, he has helped to build one company into an international
conglomerate with interests in fashion, cosmetics, tourism and film, taken
another from mineral exploration to gold production, and a third through a
transition from mineral exploration into merchant banking and resource equity
investments.

Mr. Milligan is, or was within the past years, an officer and/or director of the
following public companies: Carlin Resources Corp., Chairman (November 1994 to
June 1997), Director (November 1994 to January 1998); Cornucopia Resources Ltd.,
Director (November 1986 to April 2000), President and CEO (September 1991 to
April 2000); Great Basin Gold Ltd., Director (June 1999 to present); Lysander
Mining Corporation, Director (December 1986 to present); Quest Investment Corp.,
Director (July 2002 to present); Stockscape Technologies Inc., Chairman and
Director (April 2000 to July 2002); Valerie Gold Resources Ltd., Director
(December 2002 to present); Skye Resources Inc., President and Director (June
1981 to 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. He has an excellent track record in employee
safety, environmental excellence and turn around production situations. During
Mr. Segsworth's tenure as President, Chief Operating Officer and Director at
Homestake Mining Company, the Company set a 125 year gold production record and
its operating costs reached 25 year lows. Mr. Segsworth is a past Director and
Chairman of the Mining Associations of Canada and British Columbia, and was
voted British Columbia Mining Industry Person of the Year in 1996. He is a
member of the Canadian Institute of Mining, Metallurgy and Petroleum and until
recently, was part of the Mining Curriculum Advisory Board of the Michigan
Technological University, from which he earned his degree in Mining Engineering.

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

B. Compensation

Executive Compensation

During Great Basin's financial year ended December 31, 2002 the aggregate direct
remuneration paid or payable to Great Basin's directors and senior officers (who
provide management services) by Great Basin and its subsidiaries, all of whose
financial statements are consolidated with those of Great Basin, was $538,963.
The direct remuneration paid or payable to Company's directors and senior
officers by subsidiaries of Great Basin whose financial statements are not
consolidated with those of Great Basin was $538,963.

Ronald W. Thiessen, President and Chief Executive Officer, is the sole the
current "Named Executive Officer" of Great Basin for the purposes of the
following disclosure.

The compensation paid to the Named Executive Officers during Great Basin's three
most recently completed financial years is as set out below:

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
--------- --------- ------------ ----------------------------- -----------
Awards Payouts
--------------- ------------- -----------
Restricted
Other Securities Shares or
Annual Under Options/ Restricted LTIP All Other
Name and Principal Salary Bonus Compensation SARs Granted Share Units Payouts Compensation
Position Year ($) ($) ($) (#) ($) ($) ($)
------------------------ ------ --------- --------- ------------ --------------- ------------- ----------- ------------

Ronald W. Thiessen 2002 62,599 100,000 0 368,900 0
Chief Executive
Officer, President 2001 28,607 0 0 300,000(1) 0 0 0
Director 2000 52,360 0 0 0 0 0 0

(1) These stock options were granted on January 9, 2001 at an exercise price
of $0.96 per share and expire on January 10, 2006. On October 4, 2001 the
exercise price of these options was repriced to an exercise price of
$0.63 per share.

Share Options

The share options granted to the Named Executive Officer during the financial
year ended December 31, 2002, were as follows:

OPTIONS GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
Market Value of
Securities
Securities % of Total Underlying
Under Options Options Granted Exercise of Base Options on the
Granted to Employees in Price Date of Grant
Name (#) Financial Year ($/Security) ($/Security) Expiration Date
---- -------------- --------------- ---------------- ---------------- ---------------

Ronald W. Thiessen 259,900 6.2% $1.70 $1.70 December 30, 2003
109,000 2.6% 1.17 1.15 December 20, 2007

The share options exercised during the financial year ended December 31, 2002,
and the values of such options and rights at the end of such year were as
follows:

AGGREGATED OPTIONS/SARS EXERCISED DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
Value of Unexercised
Unexercised Options in the-Money Options
Securities Acquired Aggregate Value at FY-End at FY-End
on Exercise Realized (#) ($)
Name (#) ($) Exercisable Exercisable
---- ------------------- --------------- ------------------- -------------------

Ronald W. Thiessen 70,000 57,400 598,900 $407,640

No share options were amended on behalf of the Named Executive Officer during
the financial year ended December 31, 2002

Pension Plans

There are no defined benefit or actuarial plans in place.

Termination of Employment, Change in Responsibilities and Employment Contracts

There are no employment contracts between Great Basin and the Named Executive
Officer. There are no compensatory plans or arrangements with respect to the
Named Executive Officer resulting from the resignation, retirement or any other
termination of employment of the officer's employment or from a change of the
Named Executive Officer's responsibilities following a change in control.

Security Holdings of Insiders who are Management (as at April 30, 2003)

As a percentage of the common
Shares owned or shares outstanding at April 30, Number of Options Held
Name of Insider beneficially controlled 2003 by Insider
--------------- ----------------------- ------------------------------ ----------------------

Robert G. Hunter 608,708 1.2% 669,000
Robert A. Dickinson 781,522 1.5% 668,900
Ronald W. Thiessen 259,531 0.5% 598,900
Jeffrey R. Mason 551,500 1.1% 668,900
David J. Copeland 308,250 0.5% 668,900
Scott D. Cousens 150,172 0.3% 668,900
T. Barry Coughlan 13,114 0.02% 65,000
Andrew F.B. Milligan(1) 0 0% 36,000
David S. Jennings 180,400 0.3% 668,900
Walter T. Segsworth 0 0% 200,000
--------- --- ---------

Total 2,853,197 5.4% 4,913,400
========= === =========

(1) Excludes 510,500 million shares held by Quest Investment Corp. of which
Mr. Milligan is a director and represents but does not control.

Securities Held By Insiders

As at April 30, 2003, the directors and officers of Great Basin and their
affiliate held as a group, directly and indirectly, own or control an aggregate
of 2,853,197 common shares (5.4%) and hold options to acquire an additional
4,913,400 common shares. To the knowledge of the directors and officers of Great
Basin, as at such date, there were no persons exclusive of directors and
officers holding more than 10% of the issued common shares.

C. Board Practices

All directors were re-elected at the June 28, 2002 annual general meeting and
have a term of office expiring at the next annual general meeting of Great Basin
to be held on June 19, 2003. All officers have a term of office lasting until
their removal or replacement by the Board of Directors.

There are no arrangements under which directors were compensated by Great Basin
and its subsidiaries during the financial year ended December 31, 2002 for their
services in their capacity as directors and consultants except as herein
disclosed. For the year ended December 31, 2002, Great Basin compensated its
directors directly for management services by paying them an aggregate of
$538,963, including $89,508 paid to a private engineering management company
owned by David J. Copeland for engineering services provided during the year.

Andrew F.B. Milligan, T. Barry Coughlan and Walter T. Segsworth are members of
the Company's audit committee. The audit committee is elected annually by the
directors of Great Basin at the first meeting of the board held after Great
Basin's annual general meeting. Its primary function is to review the financial
statements of the Company before they are submitted to the board for approval.
The audit committee is also available to assist the board if required with
matters relating to the appointment of the Company's auditor and the overall
scope and results of the audit, internal financial controls, and financial
information for publication for various purposes. The Company has no
remuneration or nomination committee.

D. Employees

At April 30, 2003, Great Basin had no direct employees. Great Basin's
administrative and exploration functions are primarily administered through
Hunter Dickinson Inc. (see Item 7).

E. Share Ownership

As at April 30, 2003 an aggregate of 6,787,100 shares have been reserved for
issuance pursuant to Great Basin's Share Incentive Plan, described below, which
reserves up to 8,195,000 shares for issuance.

(a) Incentive Options

Number of
Optionholder Shares Exercise Price Date of Grant Expiry Date
------------ ------------ -------------- ------------- -----------

Directors and Officers of the 1,849,400 $1.70 May 24, 2002 December 30, 2003
Corporation and its Subsidiaries 2,030,000 $0.96 January 9, 2001 January 10, 2006
30,000 $0.97 June 26, 2001 June 26, 2003
1,000 $0.55 September 11, 2001 September 11, 2003
963,000 $1.17 December 11, 2002 December 20, 2007
40,000 $1.17 December 11, 2002 December 11, 2004
------------
4,913,400
------------

Employees and Consultants 259,900 $1.70 May 24, 2002 December 30, 2003
641,3001 $1.17 December 11, 2002 December 30, 2003
198,000 $1.17 December 11, 2002 December 20, 2004
109,000 $1.17 December 11, 2002 December 20, 2007
300,000 $1.80 January 31, 2003 January 31, 2005
10,500 $0.90 June 11, 2001 June 11, 2003
300,000 $0.63 November 20, 2001 January 10, 2006
50,000 $0.63 December 18, 2001 November 21, 2003
5,000 $0.75 December 18, 2001 December 27, 2003
------------
1,873,700
------------
6,787,100
============

1 Repriced from $1.70 on December 11, 2002.

(b) Share Incentive Plan

Amendment to Share Option Plan

In order to provide incentive to directors, officers employees, management and
others who provide services to Great Basin to act in the best interests of Great
Basin, management of Great Basin proposes that shareholders amend its existing
share option plan. The share option plan was approved by shareholders at Great
Basin's annual and extraordinary general meeting held on June 28, 2002. Under
the new share option plan, subject to shareholder approval, (the "Plan"), a
total of 10,500,000 shares of Great Basin will be reserved for share incentive
options to be granted at the discretion of Great Basin's board of directors to
eligible optionees (the "Optionees"). As at April 30, 2003, an aggregate of
8,195,000 were available under the Plan, of which 6,787,100 were outstanding.
There remain only a further 1,108,500 available to grant.

The TSXV policies permit up to 20% of issued and outstanding shares be reserved
for issuance as share incentive options under a Plan. Twenty percent of Great
Basin's issued and outstanding shares as at April 30, 2003 is 10,538,872 shares.

The number of shares reserved for issuance under the Plan requires shareholder
and TSXV approval. Shareholders will be asked to approve an ordinary resolution
of disinterested shareholders that 9,800,000 shares be reserved for issuance to
Optionees under the Plan.

Eligible Optionees

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

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

Material Terms of the Plan

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

(a) all options granted under the Plan are non-assignable and
non-transferrable and for a period of up to ten years;

(b) for stock options granted to employees or service providers (inclusive of
management company employees), Great Basin must ensure that the proposed
Optionee is a bona fide employee or service provider (inclusive of a
management company employee), as the case may be, of Great Basin or of
any of its subsidiaries;

(c) if an Optionee ceases to be employed by Great Basin (other than as a
result of termination with cause) or ceases to act as a director or
officer of Great Basin or a subsidiary of Great Basin, any option held by
such Optionee may be exercised within 90 days after the date such
Optionee ceases to be employed as an officer or director or, as the case
may be, or within 30 days if the Optionee is engaged in investor
relations activities and ceases to be employed to provide investor
relations activities;

(d) the minimum exercise price of an option granted under the Plan must not
be less than the Discounted Market Price (as defined in the policies of
TSXV); and

(e) no Optionee can be granted an option or options to purchase more than 5%
of the outstanding listed shares of Great Basin in a one year period.

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

(i) the number of options granted to Insiders of Great Basin exceeds 10% of
Great Basin's outstanding listed shares; or

(ii) the aggregate number of options granted to Insiders of Great Basin within
a one year period exceeds 10% of Great Basin's outstanding listed shares;
or

(iii) the number of options granted to any one Insider and such Insider's
associates within a one year period exceeds 5% of Great Basin's
outstanding listed shares; or

(iv) Great Basin is decreasing the exercise price of options previously
granted to Insiders.

Disinterested Shareholder Approval

For purposes of this resolution an aggregate of 2,853,197 shares held by
insiders and their associates (as defined in the Securities Act (British
Columbia)) will not be voted at the Meeting. However, if this resolution does
not pass by disinterested shareholder approval then a second vote will be held
where insiders and their associates will be permitted to vote on the resolution
and the plan will be adopted subject to the restrictions set out in (i) to (iv)
above.

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

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

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

Recommendation

Great Basin is of the view that the Plan provides Great Basin with the
flexibility necessary to attract and maintain the services of senior executives
and other employees in competition with other businesses in the industry. A full
copy of the Plan will be available for inspection at the Meeting. The board of
directors will also have the authority to amend the Plan to reduce, but not
increase the benefits to its participants if in their discretion it is necessary
or advisable in order to obtain any necessary regulatory approvals.

The TSXV requires that each company listed on the exchange have a stock option
plan and accordingly, the replacement of the existing Plan is recommended to
ensure compliance with the policies of the TSXV. This Plan is very similar to
the circumstances under which Great Basin has granted options in the past.

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

Great Basin's securities are recorded on the books of its transfer agent in
registered form, however, the majority of such shares are registered in the name
of intermediaries such as brokerage houses and clearing houses on behalf of
their respective brokerage clients, and Great Basin does not have knowledge or
access to information about of the beneficial owners thereof. To the best of its
knowledge, Great Basin is not directly or indirectly owned or controlled by a
corporation or foreign government. As of April 30, 2003, Great Basin had
authorized 200,000,000 common shares without par value of which 52,624,364 were
issued and outstanding.

Subsequent to year-end, on January 30, 2003, Great Basin completed a private
placement of 5,600,000 Units at a price of $1.80 per unit. Each Unit consists of
one common share and one half of one common share purchase warrant. Each whole
warrant entitles the holder to purchase an additional common share at $1.80
until January 30, 2004.

As of April 30, 2003, directors and officers of Great Basin as a group (10
persons) owned or controlled an aggregate of 2,853,197 shares (5.4%) of Great
Basin, or 7,766,597 shares (14.8%) on a diluted basis.

Under the British Columbia Securities Act, insiders (generally officers,
directors, holders of 10% or more of Great Basin's shares) are required to file
insider reports of changes in their ownership in the first 10 days of the month
following a trade in Great Basin's securities. Copies of such reports are
available for public inspection at the offices of the British Columbia
Securities Commission, 701 West Georgia Street, Vancouver, British Columbia
V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities Commission
web site (www.bcsc.bc.ca).

As of April 30, 2003, there were 1,119 registered shareholders of record holding
a total of 52,624,364 common shares of Great Basin. To the best of Great Basin's
knowledge there were 774 registered shareholders of record with registered
addresses in Canada, 331 shareholders of record with registered addresses in the
United States and 14 shareholders of record with registered addresses in other
countries holding approximately 41,890,206 (79.6%), 10,560,866 (20.1%) and
173,492 (0.3%) of the outstanding common shares, respectively. Shares registered
in intermediaries were assumed to be held by residents of the same country in
which the clearing house was located.

B. Related Party Transactions

No director or senior officer, and no associate or affiliate of the foregoing
persons, and no insider has or has had any material interest, direct or
indirect, in any other transactions, or in any other proposed transaction, which
in either such case has materially affected or will materially affect Great
Basin or its predecessors during the year ended December 31, 2002, except as
follows:

(a) Arrangements with Hunter Dickinson Inc.

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

During the fiscal year ended December 31, 2002, Great Basin paid $1,027,802
(2001 - $1,173,389) to HDI for services rendered, or costs incurred on behalf of
Great Basin, by HDI pursuant to this Agreement.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8 Financial information

A. Consolidated Statements and Other Financial Information

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

Legal Proceedings

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

Dividend Policy

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

B. Significant Changes

There have been no significant changes to the accompanying financial statements
since December 31, 2002, except as follows:

(a) An account payable in the amount of $1,414,434 was settled by a cash
payment in January 2003.

(b) In January 2003, the Company completed a brokered private placement
financing of 5,600,000 units at a price of $1.80 per unit. See Item 5B.

ITEM 9 THE OFFER AND LISTING

A. Offer and Listing Details

Trading Markets

TSX VENTURE: GBG - Trading in Canadian Dollars

High Low
($) ($)
---- ----
Annual
2003 (to April 30, 2003) 2.08 1.30
2002 2.26 0.80
2001 1.42 0.38
2000 2.12 2.02
1999 3.00 0.86
1998 2.55 0.48
1997 2.25 0.40
1996 3.75 1.46

By Quarter
Calendar 2000
First Quarter 2.63 2.49
Second Quarter 2.26 2.15
Third Quarter 2.04 1.99
Fourth Quarter 1.53 1.49

Calendar 2001
First Quarter 1.42 0.66
Second Quarter 1.11 0.65
Third Quarter 0.97 0.38
Fourth Quarter 1.05 0.50

Calendar 2002
First Quarter 1.45 0.80
Second Quarter 2.26 1.15
Third Quarter 1.85 1.05
Fourth Quarter 2.04 0.90

Calendar 2003
First Quarter 2.08 1.30

Monthly
April 2003 1.58 1.30
March 2003 1.57 1.30
February 2003 1.80 1.45
January 2003 2.08 1.58
December 2002 2.04 1.04
November 2002 1.25 0.92
October 2002 1.25 0.90
September 2002 1.73 1.05

NASDAQ: GBGLF - Trading in United States dollars

High Low
($) ($)
---- ----
Annual
2003 (to April 30, 2003) 1.29 0.87
2002 1.58 0.51
2001 0.80 0.30
2000 1.45 1.36
1999 2.09 0.56
1998 1.88 0.31
1997 0.73 0.13
1996 1.50 19/32

By Quarter
Calendar 2000
First Quarter 1.84 1.70
Second Quarter 1.57 1.47
Third Quarter 1.38 1.31
Fourth Quarter 1.01 0.95

Calendar 2001
First Quarter 0.80 0.38
Second Quarter 0.75 0.36
Third Quarter 0.55 0.36
Fourth Quarter 0.65 0.31

Calendar 2002
First Quarter 0.90 0.51
Second Quarter 1.58 0.73
Third Quarter 1.19 0.66
Fourth Quarter 1.28 0.57

Calendar 2003
First Quarter 1.29 0.89

Monthly
April 2003 1.08 0.90
March 2003 1.09 0.89
February 2003 1.18 0.95
January 2003 1.29 1.04
December 2002 1.28 0.64
November 2002 0.79 0.58
October 2002 0.80 0.57
September 2002 1.12 0.71

B. Plan of Distribution

Not applicable.

C. Markets

The shares of Great Basin have traded in Canada on the TSX Venture Exchange
(formerly the TSX Venture Exchange and successor to the Vancouver Stock
Exchange) since November 6, 1987, (symbol-GBG). From December 14, 1990 to
February 9, 1999, Great Basin's shares traded on the National Association of
Securities Dealers Automated Quotation System (NASDAQ). On February 9, 1999,
Great Basin's shares ceased trading on NASDAQ and since February 10, 1999 Great
Basin's shares have traded on the OTC-BB (symbol-GBGLF).

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10 ADDITIONAL INFORMATION

A. Share Capital

Great Basin's share capital consists of one class only, namely common shares
without par value, of which 200,000,000 shares are authorized and 46,861,364
common shares without par value are issued and outstanding as of December 31,
2002 and 52,624,364 outstanding as at April 30, 2003. The notes to audited
financial statements, which accompany this Annual Report, provide details of all
share issuances effected by Great Basin and the net proceeds for the three
previous fiscal years. There are no shares of Great Basin that are held by or on
behalf of Great Basin. 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
for the payment of any dividends and distributions in the event of a windup. A
summary of Great Basin's dilutive securities (convertible or exercisable into
common shares) is as follows:

(a) Warrants

The following share purchase warrants are outstanding as of April 30, 2003. All
warrants were issued as part of a unit private placement comprising a share and
a warrant. All warrants are non-transferable.

No. of Warrants Exercise Price Expiry Date
--------------- -------------- ------------
5,616,612(1) $1.65 June 3, 2003
1,000,000(2) $1.55 August 2, 2004
2,800,000(3) $1.80 January 30, 2004
125,715(4) $1.85 December 27, 2003
504,000(5) $1.80 January 30, 2004

Notes:

(1) Each Warrant is exercisable into one Share of Great Basin. The expiry date
of these warrants will be accelerated if the closing price of the Company's
shares is $2.50 or greater for a period of 10 consecutive trading days
following October 3, 2002, then the warrant holders will have 45 days to
exercise their warrants.

Other Potential Share Issuances

A summary of Great Basin's diluted share capital as follows:

Issued as of April 30, 2003 52,624,364
Options outstanding 6,787,100
Warrants outstanding 10,046,327
----------
Fully diluted at April 30, 2003 69,457,791
==========

See Item 6E for information regarding Great Basin's Share Incentive Plan.

B. Memorandum and Articles of Association

Great Basin's corporate constituting documents comprising Articles of
Association and Memorandum are registered with the British Columbia Registrar of
Companies under Corporation No. 436691. A copy of the Articles of Association
and Memorandum were filed as an exhibit with Great Basin's initial registration
statement on Form 20F.

Objects and Purposes

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

Directors - Powers and Limitations

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

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

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

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

Changes to Rights of Common Shareholders

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

Shareholders Meetings

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

Shares Fully Paid

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

Redemption

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

Pre-emptive Rights

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

Rights to Profits and Liquidation Rights

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

No Limitation on Foreign Ownership

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

Dividends

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

Voting Rights

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

Change in Control

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

Insider Share Ownership Reporting

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

Securities Act (British Columbia)

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

Subsidiaries

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

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

C. Material Contracts

Great Basin's material contracts are:

(a) Geological Management and Administration Services Agreement with Hunter
Dickinson Inc. dated for reference December 31, 1996 filed with Form 20-F
for fiscal year 1999 filed on March 30, 2000 (See Item 7 "Interest of
Management in Certain Transactions");

(b) The agreement with Hecla described in Item 4 respecting the Ivanhoe
property.

(c) The agreement with Southgold Exploration (Proprietary) Limited and its
shareholders respecting the Burnstone Property described in Item 4.

D. Exchange Controls

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

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

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

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

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

(a) an acquisition of the Common Shares by a person in the ordinary course of
that person's business as a trader or dealer in securities,

(b) an acquisition of control of Great Basin in connection with the realization
of security granted for a loan or other financial assistance and not for a
purpose related to the provisions of the Investment Act, and

(c) an acquisition of control of Great Basin by reason of an amalgamation,
merger, consolidation or corporate reorganization following which the
ultimate direct or indirect control in fact of Great Basin, through the
ownership of the Common Shares, remained unchanged.

E. Taxation

Material Canadian Federal Income Tax Consequences for United States Residents

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

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

Dividends

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

Disposition

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

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

United States Tax Consequences

United States Federal Income Tax Consequences

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

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

U.S. Holders

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

Distribution on Common Shares of Great Basin

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

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

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

Under current Treasury Regulations, dividends paid on Great Basin's common
shares, if any, generally will not be subject to information reporting and
generally will not be subject to U.S. backup withholding tax. However, dividends
and the proceeds from a sale of Great Basin's common shares paid in the U.S.
through a U.S. or U.S. related paying agent (including a broker) will be subject
to U.S. information reporting requirements and may also be subject to the 31%
U.S. backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS.

Foreign Tax Credit

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

Disposition of Common Shares of Great Basin

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

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

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

Passive Foreign Investment Company

United States income tax law contains rules governing "passive foreign
investment companies" ("PFIC") which can have significant tax effects on U.S.
Holders of foreign corporations. These rules do not apply to non-U.S. Holders.
Section 1297 of the Code defines a PFIC as a corporation that is not formed in
the United States if, for any taxable year, either (i) 75% or more of its gross
income is "passive income," which includes interest, dividends and certain rents
and royalties or (ii) the average percentage, by fair market value (or, if the
corporation is not publicly traded and either is a controlled foreign
corporation or makes an election, by adjusted tax basis), of its assets that
produce or are held for the production of "passive income" is 50% or more. Great
Basin appears to have been a PFIC for the fiscal year ended December 31, 1999,
and at least certain prior fiscal years. In addition, Great Basin expects to
qualify as a PFIC for the fiscal year ending December 31, 2000 and may also
qualify as a PFIC in future fiscal years. Each U.S. Holder of Great Basin is
urged to consult a tax advisor with respect to how the PFIC rules affect such
U.S. Holder's tax situation.

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

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

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

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

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

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

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

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

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

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury
Regulations that, subject to certain exceptions, would treat as taxable certain
transfers of PFIC stock by Non-Electing U.S. Holders that are generally not
otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
and transfers at death. Generally, in such cases the basis of Great Basin common
shares in the hands of the transferee and the basis of any property received in
the exchange for those common shares would be increased by the amount of gain
recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
pursuant to corporate reorganizations, and transfers at death. The transferee's
basis in this case will depend on the manner of the transfer. In the case of a
transfer by an Electing U.S. Holder upon death, for example, the transferee's
basis is generally equal to the fair market value of the Electing U.S. Holder's
common shares as of the date of death under Section 1014 of the Code. The
specific tax effect to the U.S. Holder and the transferee may vary based on the
manner in which the common shares are transferred. Each U.S. Holder of Great
Basin is urged to consult a tax advisor with respect to how the PFIC rules
affect his or its tax situation.

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

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

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

Controlled Foreign Corporation

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

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

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

I. Subsidiary Information

Not applicable.

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a) Transaction Risk and currency Risk Management

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

(b) Exchange Rate Sensitivity

Great Basin's operations are in Canada and hence it is not significantly
affected by exchange rate risk. Its liabilities are all denominated in Canadian
dollars.

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

(d) Commodity Price Risk

Although the value of Great Basin's resource properties can always be said to
relate to the price of gold and copper and the outlook for same, Great Basin
does not have any operating mines and hence does not have any hedging or other
commodity based risks respecting its operations. ITEM 12 description of
securities other than equity securities

A. Debt Securities

Not applicable

B. Warrants and Rights

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

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

PART II

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

ITEM 15 [reserved]

ITEM 16 [reserved]

PART III

ITEM 17 FINANCIAL STATEMENTS

The following attached financial statements are incorporated herein:

(1) Auditors' Report

(2) Consolidated balance sheets as at December 31, 2002 and 2001;

(3) Consolidated statements of operations for each of the years in
the three year period ended December 31, 2002;

(4) Consolidated statements of deficit for each of the years in
the three year period ended December 31, 2002;

(5) Consolidated statements of cash flows for the periods referred to in (3)
above;

(6) Notes to the consolidated financial statements;

ITEM 18 FINANCIAL STATEMENTS

NOT APPLICABLE. See Item 17.

ITEM 19 EXHIBITS

Key to the following document types:

1. Articles of Incorporation and Registered Incorporation Memorandum of Great
Basin.

2. Other Instruments defining the rights of the holders of equity or debt
securities.

3. A. Agreements to which Directors, Officers, promoters voting trustees or
security holders or their affiliates named in the Registration Statement
are parties other than contracts involving only the purchase or sale of
current assets having a determinable market price.

B. Material contracts not made in the ordinary course of business or which
are to be performed in whole or in part at or after the filing of the
Registration Statement or which was entered into not more than two years
before filing.

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

Type of Document Description
---------------- -----------

1&2 Articles of incorporation, bylaws and instruments defining
rights of common shareholders have been previously filed.

3A Geological Management and Administration Services Agreement
dated for reference December 31, 1996 has been previously
filed. (See Item 7 "Interest of Management in Certain
Transactions").

3A Amended Share Incentive Plan dated for reference June 21,
2000 (See Item 6 "Share Incentive Plan").

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

Type of Document Description
--------------- -----------

3A Earn In Agreement between Rodeo Creek Gold Inc (a
wholly-owned subsidiary of the Company) and Hecla Ventures
Corp. (a subsidiary of Hecla Mining Company).

3A Option to Purchase Agreement between Great Basin Gold Ltd.
and Southgold Exploration (Pty) Limited and Pangea
Exploration (Pty) Limited et al.

SIGNATURES

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

GREAT BASIN GOLD LTD.

Per:

"Jeffrey R. Mason"

JEFFREY R. MASON
Director, Chief Financial Officer and Secretary

DATED: May 20, 2003

CERTIFICATIONS

I, Ronald W. Thiessen, certify that:

1. I have reviewed this annual report on Form 20-F of Great Basin Gold Ltd.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 20, 2003

"Ronald W. Thiessen"
__________________________________

Ronald W. Thiessen
Director, President, and Chief Executive Officer

CERTIFICATION

I, Jeffrey R. Mason, certify that:

1. I have reviewed this annual report on Form 20-F of Great Basin Gold Ltd;

(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

Date: May 20, 2003

"Jeffrey R. Mason"
__________________________________

Jeffrey R. Mason
Director, Chief Financial Officer, and Secretary